Item 16. FORM 10-K SUMMARY

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Item 16. FORM 10-K SUMMARY

Not applicable.

2025 Form 10-K | 134


Sempra:
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			SEMPRA, (Registrant)
			By: /s/ J. Walker Martin
			J. Walker Martin Chairman, Chief Executive Officer and President

			Date: February 26, 2026

POWER OF ATTORNEY
Each of the undersigned officers and directors of the registrant hereby severally constitutes and appoints each individual who, at the time of acting under this power of attorney, is the Principal Executive Officer (however designated), the Principal Financial Officer (however designated) or the Principal Accounting Officer (however designated) of Sempra, and each of them singly (with full power to each of them to act alone), as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them, for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed in accordance with the laws of the State of California and applicable federal securities laws. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.


Name/Title	Signature	Date
Principal Executive Officer: J. Walker Martin Chief Executive Officer and President	/s/ J. Walker Martin	February 26, 2026

Principal Financial Officer: Karen L. Sedgwick Executive Vice President and Chief Financial Officer	/s/ Karen L. Sedgwick	February 26, 2026

Principal Accounting Officer: Dyan Z. Wold Vice President, Controller and Chief Accounting Officer	/s/ Dyan Z. Wold	February 26, 2026

2025 Form 10-K | 135

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Directors:	Signature	Date
J. Walker Martin, Chairman	/s/ J. Walker Martin	February 26, 2026

Andrés Conesa, Director	/s/ Andrés Conesa	February 26, 2026

Pablo A. Ferrero, Director	/s/ Pablo A. Ferrero	February 26, 2026

Jennifer M. Kirk, Director	/s/ Jennifer M. Kirk	February 26, 2026

Richard J. Mark, Director	/s/ Richard J. Mark	February 26, 2026

Michael N. Mears, Director	/s/ Michael N. Mears	February 26, 2026

Kevin C. Sagara, Director	/s/ Kevin C. Sagara	February 26, 2026

Jack T. Taylor, Director	/s/ Jack T. Taylor	February 26, 2026

Cynthia J. Warner, Director	/s/ Cynthia J. Warner	February 26, 2026

Anya Weaving, Director	/s/ Anya Weaving	February 26, 2026

James C. Yardley, Director	/s/ James C. Yardley	February 26, 2026

2025 Form 10-K | 136

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San Diego Gas & Electric Company:
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			SAN DIEGO GAS & ELECTRIC COMPANY, (Registrant)
			By: /s/ Scott B. Crider
			Scott B. Crider President

			Date: February 26, 2026

POWER OF ATTORNEY
Each of the undersigned officers and directors of the registrant hereby severally constitutes and appoints each individual who, at the time of acting under this power of attorney, is the Principal Executive Officer (however designated), the Principal Financial Officer (however designated) or the Principal Accounting Officer (however designated) of San Diego Gas & Electric Company, and each of them singly (with full power to each of them to act alone), as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them, for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed in accordance with the laws of the State of California and applicable federal securities laws. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.


Name/Title	Signature	Date
Principal Executive Officer: Scott B. Crider President	/s/ Scott B. Crider	February 26, 2026

Principal Financial Officer: Valerie A. Bille Senior Vice President and Chief Financial Officer	/s/ Valerie A. Bille	February 26, 2026

Principal Accounting Officer: Maritza Mekitarian Vice President, Controller and Chief Accounting Officer	/s/ Maritza Mekitarian	February 26, 2026

2025 Form 10-K | 137

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Directors:	Signature	Date
Caroline A. Winn, Non-Executive Chairman	/s/ Caroline A. Winn	February 26, 2026

David J. Barrett, Director	/s/ David J. Barrett	February 26, 2026

Diana L. Day, Director	/s/ Diana L. Day	February 26, 2026

Glen A. Donovan, Director	/s/ Glen A. Donovan	February 26, 2026

Karen L. Sedgwick, Director	/s/ Karen L. Sedgwick	February 26, 2026

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT:

No annual report to security holders covering the registrant’s last fiscal year and no proxy statement, form of proxy or other proxy soliciting material with respect to any annual or other meeting of security holders has been sent to security holders during the period covered by this annual report on Form 10-K, and no such materials are to be furnished to security holders subsequent to the filing of this annual report on Form 10-K.

2025 Form 10-K | 138

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Southern California Gas Company:
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			SOUTHERN CALIFORNIA GAS COMPANY, (Registrant)
			By: /s/ Maryam S. Brown
			Maryam S. Brown Chief Executive Officer and President

			Date: February 26, 2026

POWER OF ATTORNEY
Each of the undersigned officers and directors of the registrant hereby severally constitutes and appoints each individual who, at the time of acting under this power of attorney, is the Principal Executive Officer (however designated), the Principal Financial Officer (however designated) or the Principal Accounting Officer (however designated) of Southern California Gas Company, and each of them singly (with full power to each of them to act alone), as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them, for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed in accordance with the laws of the State of California and applicable federal securities laws. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.


Name/Title	Signature	Date
Principal Executive Officer: Maryam S. Brown Chief Executive Officer and President	/s/ Maryam S. Brown	February 26, 2026

Principal Financial Officer: Valerie A. Bille Senior Vice President and Chief Financial Officer	/s/ Valerie A. Bille	February 26, 2026

Principal Accounting Officer: Sara P. Mijares Vice President, Controller and Chief Accounting Officer	/s/ Sara P. Mijares	February 26, 2026

2025 Form 10-K | 139

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Directors:	Signature	Date
Caroline A. Winn, Non-Executive Chairman	/s/ Caroline A. Winn	February 26, 2026

Maryam S. Brown, Director	/s/ Maryam S. Brown	February 26, 2026

Diana L. Day, Director	/s/ Diana L. Day	February 26, 2026

Lisa M. Larroque Alexander, Director	/s/ Lisa M. Larroque Alexander	February 26, 2026

Karen L. Sedgwick, Director	/s/ Karen L. Sedgwick	February 26, 2026

2025 Form 10-K | 140

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firm (PCAOB ID 34)			F-2

Consolidated Financial Statements:	Sempra	San Diego Gas & Electric Company	Southern California Gas Company
Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023	F-8	F-16	F-22

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023	F-9	F-17	F-23

Consolidated Balance Sheets at December 31, 2025 and 2024	F-10	F-18	F-24

Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023	F-12	F-20	F-26

Consolidated Statements of Changes in Contingently Redeemable Noncontrolling Interest and Equity for the years ended December 31, 2025, 2024 and 2023	F-14	N/A	N/A

Statements of Changes in Shareholders Equity for the years ended December 31, 2025, 2024 and 2023	N/A	F-21	F-27

Notes to Consolidated Financial Statements
Note 1. Significant Accounting Policies and Other Financial Data			F-28
Note 2. New Accounting Standards			F-52
Note 3. Revenues			F-53
Note 4. Regulatory Matters			F-59
Note 5. Sempra – Investments in Unconsolidated Entities			F-63
Note 6. Sempra – Divestitures			F-68
Note 7. Debt and Credit Facilities			F-71
Note 8. Income Taxes			F-79
Note 9. Employee Benefit Plans			F-88
Note 10. Derivative Financial Instruments			F-104
Note 11. Fair Value Measurements			F-112
Note 12. Sempra – Contingently Redeemable Noncontrolling Interest			F-119
Note 13. Equity and Earnings Per Common Share			F-120
Note 1 4 . Share-Based Compensation			F-126
Note 1 5 . San Onofre Nuclear Generating Station			F-130
Note 1 6 . Commitments, Contingencies and Guarantees			F-132
Note 1 7 . Segment Information			F-147

2025 Form 10-K | F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and Board of Directors of Sempra:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Sempra and subsidiaries (“Sempra”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), changes in contingently redeemable noncontrolling interest and equity, and cash flows for each of the three years in the period ended December 31, 2025, the related notes, and the schedule listed in Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Sempra as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), Sempra’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2026, expressed an unqualified opinion on Sempra’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of Sempra’s management. Our responsibility is to express an opinion on Sempra’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to Sempra in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Regulatory Accounting – Impact of Rate Regulation on the Financial Statements – Refer to Note 1 of the Notes to Financial Statements

Critical Audit Matter Description

Sempra is subject to rate regulation by regulators and commissions in various jurisdictions (collectively, the “Commissions”) that have jurisdiction with respect to the rates of electric and gas transmission and distribution companies in those jurisdictions. Management has determined it meets the requirements under U.S. GAAP to prepare its financial statements applying the specialized rules to account for the effects of cost-based rate regulation. Accounting for the economics of rate regulation impacts multiple financial statement line items and disclosures.

We identified the impact of rate regulation as a critical audit matter due to the high degree of subjectivity involved in assessing the impact of regulatory orders and future actions by the Commissions on the financial statements. Management’s judgments include assessing the likelihood of (1) the recovery in future rates of incurred costs and (2) potential refunds to customers. Auditing these judgments required specialized knowledge of accounting for rate regulation and the rate setting process due to its inherent complexities.

2025 Form 10-K | F-2

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How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the application of specialized rules to account for the effects of cost-based rate regulation and the uncertainty of future decisions by the Commissions included the following, among others:

▪We tested the effectiveness of management’s controls over the evaluation of the likelihood of (1) the recovery in future rates of costs deferred as regulatory assets, and (2) a refund or a future reduction in rates that should be reported as regulatory liabilities. We tested the effectiveness of management’s controls over the initial recognition of amounts as regulatory assets or liabilities and the monitoring and evaluation of regulatory developments that may affect the likelihood of recovering costs in future rates or of a future reduction in rates.

▪We read relevant regulatory orders issued by the Commissions for Sempra and other publicly available information to assess the likelihood of recovery in future rates, or of a future reduction in rates, based on precedents of the Commissions’ treatment of similar costs under similar circumstances.

▪We evaluated the external information and compared it to management’s recorded regulatory asset and liability balances for completeness.

▪We evaluated Sempra’s disclosures related to the impacts of rate regulation.

Accounting for the PA2 JVCo Equity Subscription and CRNCI Classification— Refer to Note 12 of the Notes to Financial Statements

Critical Audit Matter Description

As more fully described in Note 12 to the financial statements, in September 2025, a subsidiary of Sempra that owns Port Arthur LNG II (“PA2 JVCo”) issued 49.9% of its equity interests to an affiliate of Blackstone for $3.4 billion in cash at closing and a commitment to fund an additional $3.6 billion of capital contributions on a pre-determined funding schedule. Management recorded the closing effects of the equity subscription, including cash proceeds received, transaction costs, and related equity impacts, including increases to contingently redeemable noncontrolling interest (“CRNCI”) presented outside of permanent equity.

We identified management’s evaluation of the appropriate classification and presentation of Blackstone’s interest, specifically, whether it should be presented outside of permanent equity as CRNCI (as opposed to within permanent equity or as a liability). Management applied significant judgment in assessing the relevant terms and conditions of the equity subscription and related arrangements, including the nature of the contingent redemption provisions and the likelihood of such contingent redemption provisions being met. Auditing these matters involved challenging auditor judgment and the use of specialized accounting knowledge to evaluate equity classification under the applicable accounting guidance.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the accounting for the PA2 JVCo equity subscription included the following, among others:

We tested the effectiveness of management’s controls over the evaluation and classification of Blackstone’s interest as CRNCI, including the assessment of contingent redemption provisions and their likelihood.
We obtained and read the executed transaction agreements and related governing documents (including the equity subscription and related arrangements) to evaluate key terms impacting contingent redemption provisions relevant to CRNCI classification.
We involved professionals with specialized accounting knowledge to assist in evaluating management’s application of the relevant accounting guidance for classification and presentation outside of permanent equity, including evaluating whether any terms (including those with redemption features) would require Blackstone’s interest to be classified as a liability.
We evaluated the financial statement disclosures for completeness and consistency with the underlying agreements and recorded amounts.

/s/ DELOITTE & TOUCHE LLP

San Diego, California

February 26, 2026

We have served as Sempra’s auditor since 1935.

2025 Form 10-K | F-3

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholder and Board of Directors of San Diego Gas & Electric Company:

Opinion on the Financial Statements

We have audited the accompanying balance sheets of San Diego Gas & Electric Company (“SDG&E”) as of December 31, 2025 and 2024, the related statements of operations, comprehensive income (loss), changes in shareholder’s equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of SDG&E as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), SDG&E’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2026, expressed an unqualified opinion on SDG&E’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of SDG&E’s management. Our responsibility is to express an opinion on SDG&E’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to SDG&E in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Regulatory Accounting – Impact of Rate Regulation on the Financial Statements – Refer to Note 1 of the Notes to Financial Statements

Critical Audit Matter Description

SDG&E is subject to rate regulation by regulators and commissions in various jurisdictions (collectively, the “Commissions”) that have jurisdiction with respect to the rates of electric and gas transmission and distribution companies in those jurisdictions. Management has determined it meets the requirements under U.S. GAAP to prepare its financial statements applying the specialized rules to account for the effects of cost-based rate regulation. Accounting for the economics of rate regulation impacts multiple financial statement line items and disclosures.

2025 Form 10-K | F-4

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How the Critical Audit Matter Was Addressed in the Audit

▪We read relevant regulatory orders issued by the Commissions for SDG&E and other publicly available information to assess the likelihood of recovery in future rates, or of a future reduction in rates, based on precedents of the Commissions’ treatment of similar costs under similar circumstances.

▪We evaluated the external information and compared it to management’s recorded regulatory asset and liability balances for completeness.

▪We evaluated SDG&E’s disclosures related to the impacts of rate regulation.

/s/ DELOITTE & TOUCHE LLP

San Diego, California

February 26, 2026

We have served as SDG&E’s auditor since 1935.

2025 Form 10-K | F-5

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and Board of Directors of Southern California Gas Company:

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Southern California Gas Company (“SoCalGas”) as of December 31, 2025 and 2024, the related statements of operations, comprehensive income (loss), changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of SoCalGas as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), SoCalGas’ internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2026, expressed an unqualified opinion on SoCalGas’ internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of SoCalGas’ management. Our responsibility is to express an opinion on SoCalGas’ financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to SoCalGas in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Critical Audit Matter

Regulatory Accounting – Impact of Rate Regulation on the Financial Statements – Refer to Note 1 of the Notes to Financial Statements

Critical Audit Matter Description

SoCalGas is subject to rate regulation by regulators and commissions in various jurisdictions (collectively, the “Commissions”) that have jurisdiction with respect to the rates of gas transmission and distribution companies in those jurisdictions. Management has determined it meets the requirements under U.S. GAAP to prepare its financial statements applying the specialized rules to account for the effects of cost-based rate regulation. Accounting for the economics of rate regulation impacts multiple financial statement line items and disclosures.

2025 Form 10-K | F-6

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How the Critical Audit Matter Was Addressed in the Audit

▪We read relevant regulatory orders issued by the Commissions for SoCalGas and other publicly available information to assess the likelihood of recovery in future rates, or of a future reduction in rates, based on precedents of the Commissions’ treatment of similar costs under similar circumstances.

▪We evaluated the external information and compared it to management’s recorded regulatory asset and liability balances for completeness.

▪We evaluated SoCalGas’ disclosures related to the impacts of rate regulation.

/s/ DELOITTE & TOUCHE LLP

San Diego, California

February 26, 2026

We have served as SoCalGas’ auditor since 1937.

2025 Form 10-K | F-7

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SEMPRA
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in millions, except per share amounts; shares in thousands)
	Years ended December 31,
	2025		2024		2023
REVENUES
Utilities:
Natural gas	$	7,319	$	7,141	$	9,495
Electric	4,552		4,296		4,334
Energy-related businesses	1,831		1,748		2,891
Total revenues	13,702		13,185		16,720

EXPENSES AND OTHER INCOME
Utilities:
Cost of natural gas	(1,282)		(1,132)		(3,719)
Cost of electric fuel and purchased power	(385)		(245)		(375)
Energy-related businesses cost of sales	(367)		(380)		(548)
Operation and maintenance	(5,281)		(5,336)		(5,458)
Regulatory disallowances	(651)		—		—
Depreciation and amortization	(2,563)		(2,437)		(2,227)
Franchise fees and other taxes	(744)		(693)		(677)
Other income, net	169		136		131
Interest income	103		61		89
Interest expense	(1,532)		(1,049)		(1,309)
Income before income taxes and equity earnings	1,169		2,110		2,627
Income tax expense	(701)		(219)		(490)
Equity earnings	1,604		1,609		1,481
Net income	2,072		3,500		3,618
Earnings attributable to noncontrolling interests	(238)		(638)		(543)
Losses attributable to contingently redeemable noncontrolling interest	3		—		—
Preferred deemed dividends	(11)		—		—
Preferred dividends	(29)		(44)		(44)
Preferred dividends of subsidiary	(1)		(1)		(1)
Earnings attributable to common shares	$	1,796	$	2,817	$	3,030

Basic EPS:
Earnings	$	2.75	$	4.44	$	4.81
Weighted-average common shares outstanding	652,697		633,795		630,296

Diluted EPS:
Earnings	$	2.75	$	4.42	$	4.79
Weighted-average common shares outstanding	653,826		637,943		632,733

See Notes to Consolidated Financial Statements.

2025 Form 10-K | F-8

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SEMPRA
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
	Years ended December 31, 2025, 2024 and 2023
	Sempra shareholders’ equity
	Pretax amount		Income tax (expense) benefit		Net-of-tax amount		NCI (after tax)		CRNCI (after tax)		Total
2025:
Net income (loss)	$	2,538	$	(701)	$	1,837	$	238	$	(3)	$	2,072
Other comprehensive income (loss):
Foreign currency translation adjustments	21		—		21		9		—		30
Financial instruments	(76)		7		(69)		(14)		—		(83)
Pension and other postretirement benefits	19		(2)		17		—		—		17
Total other comprehensive loss	(36)		5		(31)		(5)		—		(36)
Comprehensive income (loss)	2,502		(696)		1,806		233		(3)		2,036

Preferred dividends of subsidiary	(1)		—		(1)		—		—		(1)
Comprehensive income, after preferred dividends of subsidiary	$	2,501	$	(696)	$	1,805	$	233	$	(3)	$	2,035
2024:
Net income	$	3,081	$	(219)	$	2,862	$	638	$	—	$	3,500
Other comprehensive income (loss):
Foreign currency translation adjustments	(30)		—		(30)		(14)		—		(44)
Financial instruments	14		(2)		12		25		—		37
Pension and other postretirement benefits	18		(16)		2		—		—		2
Total other comprehensive income (loss)	2		(18)		(16)		11		—		(5)
Comprehensive income	3,083		(237)		2,846		649		—		3,495
Preferred dividends of subsidiary	(1)		—		(1)		—		—		(1)
Comprehensive income, after preferred dividends of subsidiary	$	3,082	$	(237)	$	2,845	$	649	$	—	$	3,494
2023:
Net income	$	3,565	$	(490)	$	3,075	$	543	$	—	$	3,618
Other comprehensive income (loss):
Foreign currency translation adjustments	23		—		23		10		—		33
Financial instruments	57		(18)		39		(38)		—		1
Pension and other postretirement benefits	(39)		8		(31)		—		—		(31)
Total other comprehensive income (loss)	41		(10)		31		(28)		—		3
Comprehensive income	3,606		(500)		3,106		515		—		3,621
Preferred dividends of subsidiary	(1)		—		(1)		—		—		(1)
Comprehensive income, after preferred dividends of subsidiary	$	3,605	$	(500)	$	3,105	$	515	$	—	$	3,620

See Notes to Consolidated Financial Statements.

2025 Form 10-K | F-9

Tab le of Cont ents


SEMPRA
CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
	December 31,
	2025		2024
ASSETS
Current assets:
Cash and cash equivalents	$	29	$	1,565
Restricted cash	2		21
Accounts receivable – trade, net	1,767		1,983
Accounts receivable – other, net	157		397
Due from unconsolidated affiliates	—		13
Income taxes receivable	71		90
Inventories	561		559
Regulatory assets	761		60
Greenhouse gas allowances	203		217
Assets held for sale	31,024		—
Other current assets	262		380
Total current assets	34,837		5,285

Other assets:
Restricted cash	—		3
Regulatory assets	3,868		3,937
Greenhouse gas allowances	1,221		845
Nuclear decommissioning trusts	899		875
Dedicated assets in support of certain benefit plans	605		585
Deferred income taxes	10		172
Right-of-use assets – operating leases	1,262		1,177
Investment in Oncor Holdings	17,472		15,400
Other investments	147		2,534
Goodwill	—		1,602
Other intangible assets	—		292
Wildfire fund	246		262
Other long-term assets	1,300		1,749
Total other assets	27,030		29,433

Property, plant and equipment:
Property, plant and equipment	66,900		80,397
Less accumulated depreciation and amortization	(17,889)		(18,960)
Property, plant and equipment, net	49,011		61,437
Total assets	$	110,878	$	96,155

See Notes to Consolidated Financial Statements.

2025 Form 10-K | F-10

Tab le of Cont ents


SEMPRA
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(Dollars in millions)
	December 31,
	2025		2024
LIABILITIES, CONTINGENTLY REDEEMABLE NONCONTROLLING INTEREST, AND EQUITY
Current liabilities:
Short-term debt	$	4,166	$	2,016
Accounts payable – trade	1,461		2,238
Accounts payable – other	203		208
Due to unconsolidated affiliates	8		—
Dividends and interest payable	770		773
Accrued compensation and benefits	521		558
Regulatory liabilities	3		141
Current portion of long-term debt and finance leases	1,876		2,274
Greenhouse gas obligations	203		217
Liabilities held for sale	11,704		—
Other current liabilities	979		1,251
Total current liabilities	21,894		9,676

Long-term debt and finance leases	28,979		31,558

Deferred credits and other liabilities:
Due to unconsolidated affiliates	—		352
Regulatory liabilities	4,250		3,817
Greenhouse gas obligations	957		506
Pension and other postretirement benefit plan obligations, net of plan assets	124		168
Deferred income taxes	6,127		5,845
Asset retirement obligations	3,743		3,737
Deferred credits and other	2,805		2,708
Total deferred credits and other liabilities	18,006		17,133

Commitments and contingencies (Note 16)

Contingently redeemable noncontrolling interest	3,206		—

Equity:
Preferred stock (50,000,000 shares authorized; 900,000 shares of series C outstanding at December 31, 2024)	—		889
Common stock (1,125,000,000 shares authorized; 652,731,668 and 650,629,876 shares outstanding at December 31, 2025 and 2024, respectively; no par value)	14,699		13,520
Retained earnings	17,092		16,979
Accumulated other comprehensive income (loss)	(197)		(166)
Total Sempra shareholders’ equity	31,594		31,222
Preferred stock of subsidiary	20		20
Other noncontrolling interests	7,179		6,546
Total equity	38,793		37,788
Total liabilities, contingently redeemable noncontrolling interest, and equity	$	110,878	$	96,155

See Notes to Consolidated Financial Statements.

2025 Form 10-K | F-11

Tab le of Cont ents


SEMPRA
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in millions)
	Years ended December 31,
	2025		2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	2,072	$	3,500	$	3,618
Adjustments to reconcile net income to net cash provided by operating activities:
Regulatory disallowances	651		—		—
Depreciation and amortization	2,563		2,437		2,227
Deferred income taxes and investment tax credits	533		(20)		249
Equity earnings	(1,604)		(1,609)		(1,481)
Share-based compensation expense	64		86		80
Fixed-price contracts and other derivatives	92		(197)		(666)
Bad debt expense	65		209		458
Other	(16)		20		(14)
Net change in working capital components:
Accounts receivable	(66)		118		168
Due to/from unconsolidated affiliates, net	17		30		26
Income taxes receivable/payable, net	(187)		(49)		142
Inventories	(64)		(74)		(80)
Other current assets	(296)		(30)		11
Accounts payable	(7)		(131)		(270)
Regulatory balancing accounts, net	(829)		(456)		260
Other current liabilities	177		130		1,172
Distributions from investments	1,120		1,093		912
Changes in other noncurrent assets and liabilities, net	280		(150)		(594)
Net cash provided by operating activities	4,565		4,907		6,218

CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property, plant and equipment	(10,612)		(8,215)		(8,397)
Expenditures for investments	(2,015)		(988)		(382)
Distributions from investments	—		9		—
Purchases of nuclear decommissioning and other trust assets	(1,031)		(889)		(610)
Proceeds from sales of nuclear decommissioning and other trust assets	1,098		942		661

Other	23		23		12
Net cash used in investing activities	$	(12,537)	$	(9,118)	$	(8,716)

See Notes to Consolidated Financial Statements.

2025 Form 10-K | F-12

Tab le of Cont ents


SEMPRA
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Dollars in millions)
	Years ended December 31,
	2025		2024		2023
CASH FLOWS FROM FINANCING ACTIVITIES
Common dividends paid	$	(1,603)	$	(1,499)	$	(1,483)
Preferred dividends paid	(40)		(44)		(44)
Redemption of preferred stock	(900)		—		—
Issuances of common stock, net	32		1,219		145
Repurchases of common stock	(58)		(43)		(32)
Issuances of debt (maturities greater than 90 days)	11,282		8,674		7,669
Payments on debt (maturities greater than 90 days) and finance leases	(5,220)		(3,339)		(6,294)
Increase (decrease) in short-term debt, net	1,262		(557)		552
Advances from unconsolidated affiliates	150		85		31
Contributions from contingently redeemable noncontrolling interest, net of transaction costs	5,294		—		—
Proceeds from investor equity subscription	106		—		—
Proceeds from sales of noncontrolling interests, net	—		—		1,219
Contributions from noncontrolling interests	327		1,235		1,570
Distributions to noncontrolling interests	(609)		(297)		(730)
Termination of interest rate and settlement of cross-currency swaps	—		46		(99)
Other	(93)		(56)		(85)
Net cash provided by financing activities	9,930		5,424		2,419

Effect of exchange rate changes on cash, cash equivalents and restricted cash	5		(13)		6

Increase (decrease) in cash, cash equivalents and restricted cash	1,963		1,200		(73)
Cash, cash equivalents and restricted cash, January 1	1,589		389		462
Cash, cash equivalents and restricted cash, December 31	$	3,552	$	1,589	$	389

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest payments, net of amounts capitalized	$	1,449	$	1,205	$	1,172
Income tax payments, net of refunds	376		289		197

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued interest receivable capitalized to note receivable	$	18	$	17	$	16
Repayments of advances from unconsolidated affiliate in lieu of distributions	45		62		36
Accrued capital expenditures for PP&E	1,653		1,181		1,052
Capital expenditures reclassified from other assets to PP&E	3		53		18
Increase in ARO capitalized to PP&E	11		1		33
Increase in finance lease obligations capitalized to PP&E	47		41		57
Amortized debt issuance costs capitalized to PP&E	22		13		4
Unamortized debt issuance costs reclassified from noncurrent assets to long-term debt	67		27		9
Accrued interest payable capitalized to due to unconsolidated affiliate	18		16		—
Change in equity related to allocation of interests, net of tax	1,771		—		—
Preferred deemed dividends	11		—		—
Preferred dividends declared but not paid	—		11		11
Common dividends declared but not paid	421		393		376
Common dividends issued in stock	52		54		—
Contributions from NCI	—		—		200

See Notes to Consolidated Financial Statements.

2025 Form 10-K | F-13

Tab le of Cont ents


SEMPRA
CONSOLIDATED STATEMENTS OF CHANGES IN CONTINGENTLY REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
(Dollars in millions)
	Years ended December 31, 2025, 2024 and 2023
	CRNCI		Preferred stock		Common stock		Retained earnings		AOCI		Sempra shareholders' equity		NCI		Total equity
Balance at December 31, 2022	$	—	$	889	$	12,160	$	14,201	$	(135)	$	27,115	$	2,141	$	29,256
Net income							3,075				3,075		543		3,618
Other comprehensive income (loss)									31		31		(28)		3
Share-based compensation expense					80						80				80
Dividends declared:
Series C preferred stock ($48.75/share)							(44)				(44)				(44)
Common stock ($2.38/share)							(1,499)				(1,499)				(1,499)
Preferred dividends of subsidiary							(1)				(1)				(1)
Issuances of common stock					144						144				144
Repurchases of common stock					(32)						(32)				(32)
CRNCI and NCI activities:
Contributions from NCI					(145)						(145)		1,770		1,625
Distributions to NCI													(730)		(730)
Sales					(3)				(46)		(49)		1,283		1,234
Balance at December 31, 2023	—		889		12,204		15,732		(150)		28,675		4,979		33,654
Net income							2,862				2,862		638		3,500
Other comprehensive (loss) income									(16)		(16)		11		(5)
Share-based compensation expense					86						86				86
Dividends declared:
Series C preferred stock ($48.75/share)							(44)				(44)				(44)
Common stock ($2.48/share)							(1,570)				(1,570)				(1,570)
Preferred dividends of subsidiary							(1)				(1)				(1)
Issuances of common stock					1,273						1,273				1,273
Repurchases of common stock					(43)						(43)				(43)
CRNCI and NCI activities:
Contributions from NCI													1,235		1,235
Distributions to NCI													(297)		(297)

Balance at December 31, 2024	$	—	$	889	$	13,520	$	16,979	$	(166)	$	31,222	$	6,566	$	37,788

See Notes to Consolidated Financial Statements.

2025 Form 10-K | F-14

Tab le of Cont ents


SEMPRA
CONSOLIDATED STATEMENTS OF CHANGES IN CONTINGENTLY REDEEMABLE NONCONTROLLING INTEREST AND EQUITY (CONTINUED)
(Dollars in millions)
	Years ended December 31, 2025, 2024 and 2023
	CRNCI		Preferred stock		Common stock		Retained earnings		AOCI		Sempra shareholders' equity		NCI		Total equity
Balance at December 31, 2024	$	—	$	889	$	13,520	$	16,979	$	(166)	$	31,222	$	6,566	$	37,788
Net (loss) income	(3)						1,837				1,837		238		2,075
Other comprehensive loss									(31)		(31)		(5)		(36)
Share-based compensation expense					64						64				64
Dividends declared:
Series C preferred stock ($36.57/share)							(29)				(29)				(29)
Common stock ($2.58/share)							(1,683)				(1,683)				(1,683)
Redemption of preferred stock			(900)								(900)				(900)
Preferred deemed dividends			11				(11)				—				—
Preferred dividends of subsidiary							(1)				(1)				(1)
Issuances of common stock					84						84				84
Repurchases of common stock					(58)						(58)				(58)
CRNCI and NCI activities:

Contributions from CRNCI	5,248
Investor equity subscription	76				16						16		9		25
Allocation of interests	(2,115)				1,073						1,073		673		1,746
Contributions from NCI													327		327
Distributions to NCI													(609)		(609)
Balance at December 31, 2025	$	3,206	$	—	$	14,699	$	17,092	$	(197)	$	31,594	$	7,199	$	38,793

See Notes to Consolidated Financial Statements.

2025 Form 10-K | F-15

Tab le of Cont ents


SAN DIEGO GAS & ELECTRIC COMPANY
STATEMENTS OF OPERATIONS
(Dollars in millions)
	Years ended December 31,
	2025		2024		2023
Operating revenues:
Electric	$	4,568	$	4,313	$	4,349
Natural gas	1,129		1,028		1,248
Total operating revenues	5,697		5,341		5,597
Operating expenses:
Cost of electric fuel and purchased power	448		308		445
Cost of natural gas	237		242		532
Operation and maintenance	1,725		1,692		1,846
Regulatory disallowances	651		—		—
Depreciation and amortization	1,316		1,223		1,098
Franchise fees and other taxes	434		402		381
Total operating expenses	4,811		3,867		4,302
Operating income	886		1,474		1,295
Other income, net	106		90		97
Interest income	2		5		15
Interest expense	(559)		(525)		(497)
Income before income taxes	435		1,044		910
Income tax benefit (expense)	128		(153)		26
Net income/Earnings attributable to common shares	$	563	$	891	$	936

See Notes to Financial Statements.

2025 Form 10-K | F-16

Tab le of Cont ents


SAN DIEGO GAS & ELECTRIC COMPANY
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
	Years ended December 31, 2025, 2024 and 2023
	Pretax amount		Income tax benefit (expense)		Net-of-tax amount
2025:
Net income	$	435	$	128	$	563
Other comprehensive income (loss):

Pension and other postretirement benefits	6		—		6
Total other comprehensive income	6		—		6
Comprehensive income	$	441	$	128	$	569
2024:
Net income	$	1,044	$	(153)	$	891
Other comprehensive income (loss):
Pension and other postretirement benefits	(3)		(1)		(4)
Total other comprehensive loss	(3)		(1)		(4)
Comprehensive income	$	1,041	$	(154)	$	887
2023:
Net income	$	910	$	26	$	936
Other comprehensive income (loss):
Pension and other postretirement benefits	(2)		1		(1)
Total other comprehensive loss	(2)		1		(1)
Comprehensive income	$	908	$	27	$	935

See Notes to Financial Statements.

2025 Form 10-K | F-17

Tab le of Cont ents


SAN DIEGO GAS & ELECTRIC COMPANY
BALANCE SHEETS
(Dollars in millions)
	December 31,
	2025		2024
ASSETS
Current assets:
Cash and cash equivalents	$	7	$	—
Accounts receivable – trade, net	809		774
Accounts receivable – other, net	92		89
Due from unconsolidated affiliates	1		—
Income taxes receivable, net	30		27
Inventories	267		202
Prepaid expenses	121		139
Regulatory assets	433		16
Greenhouse gas allowances	28		27
Other current assets	18		27
Total current assets	1,806		1,301

Other assets:
Regulatory assets	1,953		2,024
Greenhouse gas allowances	286		272
Nuclear decommissioning trusts	899		875
Right-of-use assets – operating leases	1,047		795
Wildfire fund	246		262
Other long-term assets	141		133
Total other assets	4,572		4,361

Property, plant and equipment:
Property, plant and equipment	35,033		33,162
Less accumulated depreciation and amortization	(8,729)		(8,051)
Property, plant and equipment, net	26,304		25,111
Total assets	$	32,682	$	30,773

See Notes to Financial Statements.

2025 Form 10-K | F-18

Tab le of Cont ents


SAN DIEGO GAS & ELECTRIC COMPANY
BALANCE SHEETS (CONTINUED)
(Dollars in millions)
	December 31,
	2025		2024
LIABILITIES AND SHAREHOLDER’S EQUITY
Current liabilities:
Short-term debt	$	531	$	417
Accounts payable – trade	712		704
Accounts payable – other	42		38
Due to unconsolidated affiliates	59		59
Interest payable	94		84
Accrued compensation and benefits	174		175
Regulatory liabilities	3		75
Current portion of long-term debt and finance leases	798		42
Greenhouse gas obligations	28		27
Asset retirement obligations	107		97
Other current liabilities	273		269
Total current liabilities	2,821		1,987

Long-term debt and finance leases	10,081		10,018

Deferred credits and other liabilities:
Regulatory liabilities	2,960		2,701
Greenhouse gas obligations	137		62
Pension obligation, net of plan assets	19		28
Deferred income taxes	3,286		3,211
Asset retirement obligations	746		803
Deferred credits and other	1,699		1,399
Total deferred credits and other liabilities	8,847		8,204

Commitments and contingencies (Note 16)

Shareholder’s equity:
Preferred stock (45,000,000 shares authorized; none issued)	—		—
Common stock (255,000,000 shares authorized; 116,583,358 shares outstanding; no par value)	1,660		1,660
Retained earnings	9,279		8,916
Accumulated other comprehensive income (loss)	(6)		(12)
Total shareholder’s equity	10,933		10,564
Total liabilities and shareholder’s equity	$	32,682	$	30,773

See Notes to Financial Statements.

2025 Form 10-K | F-19

Tab le of Cont ents


SAN DIEGO GAS & ELECTRIC COMPANY
STATEMENTS OF CASH FLOWS
(Dollars in millions)
	Years ended December 31,
	2025		2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	563	$	891	$	936
Adjustments to reconcile net income to net cash provided by operating activities:
Regulatory disallowances	651		—		—
Depreciation and amortization	1,316		1,223		1,098
Deferred income taxes and investment tax credits	(145)		169		135
Bad debt expense	45		55		112
Other	—		(14)		(35)
Net change in working capital components:
Accounts receivable	(82)		92		(213)
Due to/from unconsolidated affiliates, net	(8)		(14)		(62)
Income taxes receivable/payable, net	(3)		209		(236)
Inventories	(65)		(49)		(19)
Other current assets	(3)		(21)		(17)
Accounts payable	—		(32)		31
Regulatory balancing accounts, net	(535)		(429)		571
Other current liabilities	46		(21)		129
Changes in noncurrent assets and liabilities, net	(116)		14		(494)
Net cash provided by operating activities	1,664		2,073		1,936

CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property, plant and equipment	(2,427)		(2,522)		(2,540)
Purchases of nuclear decommissioning trust assets	(926)		(826)		(532)
Proceeds from sales of nuclear decommissioning trust assets	974		874		592
Other	10		13		8
Net cash used in investing activities	(2,369)		(2,461)		(2,472)

CASH FLOWS FROM FINANCING ACTIVITIES
Common dividends paid	(200)		(225)		(100)
Issuances of debt (maturities greater than 90 days)	848		594		1,389
Payments on debt (maturities greater than 90 days) and finance leases	(43)		(442)		(490)
Increase (decrease) in short-term debt, net	114		417		(205)
Debt issuance costs	(7)		(6)		(13)
Other	—		—		(2)
Net cash provided by financing activities	712		338		579

Increase (decrease) in cash and cash equivalents	7		(50)		43
Cash and cash equivalents, January 1	—		50		7
Cash and cash equivalents, December 31	$	7	$	—	$	50

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest payments, net of amounts capitalized	$	541	$	514	$	472
Income tax payments (refunds), net	23		(225)		76

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures for PP&E	$	243	$	230	$	264
(Decrease) increase in ARO capitalized to PP&E	(40)		24		29
Increase in finance lease obligations capitalized to PP&E	14		14		17

See Notes to Financial Statements.

2025 Form 10-K | F-20

Tab le of Cont ents


SAN DIEGO GAS & ELECTRIC COMPANY
STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY
(Dollars in millions)
	Years ended December 31, 2025, 2024 and 2023
	Common stock		Retained earnings		Accumulated other comprehensive income (loss)		Total shareholder's equity
Balance at December 31, 2022	$	1,660	$	7,414	$	(7)	$	9,067
Net income			936				936
Other comprehensive loss					(1)		(1)
Common stock dividends declared ($0.86/share)			(100)				(100)
Balance at December 31, 2023	1,660		8,250		(8)		9,902
Net income			891				891
Other comprehensive loss					(4)		(4)
Common stock dividends declared ($1.93/share)			(225)				(225)
Balance at December 31, 2024	1,660		8,916		(12)		10,564
Net income			563				563
Other comprehensive income					6		6
Common stock dividends declared ($1.72/share)			(200)				(200)
Balance at December 31, 2025	$	1,660	$	9,279	$	(6)	$	10,933

See Notes to Financial Statements.

2025 Form 10-K | F-21

Tab le of Cont ents


SOUTHERN CALIFORNIA GAS COMPANY
STATEMENTS OF OPERATIONS
(Dollars in millions)
	Years ended December 31,
	2025		2024		2023
Operating revenues	$	6,291	$	6,209	$	8,289
Operating expenses:
Cost of natural gas	1,098		959		3,264
Operation and maintenance	2,689		2,791		2,821
Depreciation and amortization	1,016		910		839
Franchise fees and other taxes	293		273		278
Total operating expenses	5,096		4,933		7,202
Operating income	1,195		1,276		1,087
Other (expense) income, net	(6)		25		(4)
Interest income	6		9		9
Interest expense	(367)		(323)		(285)
Income before income taxes	828		987		807
Income tax benefit (expense)	38		(31)		5
Net income	866		956		812
Preferred dividends	(1)		(1)		(1)
Earnings attributable to common shares	$	865	$	955	$	811

See Notes to Financial Statements.

2025 Form 10-K | F-22

Tab le of Cont ents


SOUTHERN CALIFORNIA GAS COMPANY
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
	Years ended December 31, 2025, 2024 and 2023
	Pretax amount		Income tax benefit (expense)		Net-of-tax amount
2025:
Net income	$	828	$	38	$	866
Other comprehensive income (loss):
Financial instruments	1		—		1
Pension and other postretirement benefits	10		(1)		9
Total other comprehensive income	11		(1)		10
Comprehensive income	$	839	$	37	$	876
2024:
Net income	$	987	$	(31)	$	956
Other comprehensive income (loss):
Financial instruments	1		—		1
Pension and other postretirement benefits	(4)		(1)		(5)
Total other comprehensive loss	(3)		(1)		(4)
Comprehensive income	$	984	$	(32)	$	952
2023:
Net income	$	807	$	5	$	812
Other comprehensive income (loss):
Financial instruments	1		—		1

Total other comprehensive income	1		—		1
Comprehensive income	$	808	$	5	$	813

See Notes to Financial Statements.

2025 Form 10-K | F-23

Tab le of Cont ents


SOUTHERN CALIFORNIA GAS COMPANY
BALANCE SHEETS
(Dollars in millions)
	December 31,
	2025		2024
ASSETS
Current assets:
Cash and cash equivalents	$	14	$	12
Accounts receivable – trade, net	958		932
Accounts receivable – other, net	61		71
Due from unconsolidated affiliates	8		16
Inventories	294		287
Regulatory assets	328		42
Greenhouse gas allowances	175		176
Other current assets	91		71
Total current assets	1,929		1,607

Other assets:
Regulatory assets	1,888		1,844
Greenhouse gas allowances	935		526
Right-of-use assets – operating leases	68		18
Other long-term assets	738		609
Total other assets	3,629		2,997

Property, plant and equipment:
Property, plant and equipment	31,078		29,084
Less accumulated depreciation and amortization	(8,948)		(8,330)
Property, plant and equipment, net	22,130		20,754
Total assets	$	27,688	$	25,358

See Notes to Financial Statements.

2025 Form 10-K | F-24

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SOUTHERN CALIFORNIA GAS COMPANY
BALANCE SHEETS (CONTINUED)
(Dollars in millions)
	December 31,
	2025		2024
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	903	$	1,037
Accounts payable – trade	727		752
Accounts payable – other	161		158
Due to unconsolidated affiliates	35		38
Accrued compensation and benefits	219		245
Regulatory liabilities	—		64
Current portion of long-term debt and finance leases	529		373
Greenhouse gas obligations	175		176
Asset retirement obligations	98		91
Other current liabilities	536		451
Total current liabilities	3,383		3,385

Long-term debt and finance leases	7,619		7,031

Deferred credits and other liabilities:
Regulatory liabilities	1,290		1,115
Greenhouse gas obligations	820		410
Pension obligation, net of plan assets	18		45
Deferred income taxes	2,271		2,005
Asset retirement obligations	2,994		2,839
Deferred credits and other	457		367
Total deferred credits and other liabilities	7,850		6,781

Commitments and contingencies (Note 16)

Shareholders’ equity:
Preferred stock (11,000,000 shares authorized; 862,043 shares outstanding)	22		22
Common stock (100,000,000 shares authorized; 91,300,000 shares outstanding; no par value)	2,316		2,316
Retained earnings	6,515		5,850
Accumulated other comprehensive income (loss)	(17)		(27)
Total shareholders’ equity	8,836		8,161
Total liabilities and shareholders’ equity	$	27,688	$	25,358

See Notes to Financial Statements.

2025 Form 10-K | F-25

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SOUTHERN CALIFORNIA GAS COMPANY
STATEMENTS OF CASH FLOWS
(Dollars in millions)
	Years ended December 31,
	2025		2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	866	$	956	$	812
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,016		910		839
Deferred income taxes and investment tax credits	(107)		28		12
Bad debt expense	40		97		294
Other	(16)		(6)		(12)
Net change in working capital components:
Accounts receivable	(56)		(13)		207
Due to/from unconsolidated affiliates, net	5		6		57
Income taxes receivable/payable, net	1		13		(8)
Inventories	(7)		(10)		(118)
Other current assets	(244)		6		(1,053)
Accounts payable	20		(103)		(179)
Regulatory balancing accounts, net	(294)		(27)		(311)
Other current liabilities	160		34		949
Changes in noncurrent assets and liabilities, net	364		(100)		(100)
Net cash provided by operating activities	1,748		1,791		1,389

CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property, plant and equipment	(2,116)		(2,231)		(2,020)
Net cash used in investing activities	(2,116)		(2,231)		(2,020)

CASH FLOWS FROM FINANCING ACTIVITIES
Common dividends paid	(200)		(200)		(100)
Preferred dividends paid	(1)		(1)		(1)
Issuances of debt (maturities greater than 90 days)	1,490		1,794		997
Payments on debt (maturities greater than 90 days) and finance leases	(1,076)		(524)		(1,120)
Increase (decrease) in short-term debt, net	166		(609)		846
Debt issuance costs	(9)		(10)		(10)
Net cash provided by financing activities	370		450		612

Increase (decrease) in cash and cash equivalents	2		10		(19)
Cash and cash equivalents, January 1	12		2		21
Cash and cash equivalents, December 31	$	14	$	12	$	2

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest payments, net of amounts capitalized	$	358	$	299	$	279
Income tax payments (refunds), net	69		(9)		6

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures for PP&E	$	264	$	308	$	290
Capital expenditures reclassified from other assets to PP&E	—		50		—
Increase (decrease) in ARO capitalized to PP&E	54		(23)		1
Increase in finance lease obligations capitalized to PP&E	33		27		40

See Notes to Financial Statements.

2025 Form 10-K | F-26

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SOUTHERN CALIFORNIA GAS COMPANY
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Dollars in millions)
	Years ended December 31, 2025, 2024 and 2023
	Preferred stock		Common stock		Retained earnings		Accumulated other comprehensive income (loss)		Total shareholders’ equity
Balance at December 31, 2022	$	22	$	2,316	$	4,384	$	(24)	$	6,698
Net income					812				812
Other comprehensive income							1		1
Dividends declared:
Preferred stock ($1.50/share)					(1)				(1)
Common stock ($1.10/share)					(100)				(100)
Balance at December 31, 2023	22		2,316		5,095		(23)		7,410
Net income					956				956
Other comprehensive loss							(4)		(4)
Dividends declared:
Preferred stock ($1.50/share)					(1)				(1)
Common stock ($2.19/share)					(200)				(200)
Balance at December 31, 2024	22		2,316		5,850		(27)		8,161
Net income					866				866
Other comprehensive income							10		10
Dividends declared:
Preferred stock ($1.50/share)					(1)				(1)
Common stock ($2.19/share)					(200)				(200)
Balance at December 31, 2025	$	22	$	2,316	$	6,515	$	(17)	$	8,836

See Notes to Financial Statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES AND OTHER FINANCIAL DATA

PRINCIPLES OF CONSOLIDATION

Sempra

Sempra’s Consolidated Financial Statements include the accounts of Sempra and its consolidated entities. Sempra is a holding company whose principal businesses are regulated utilities in California and Texas. Our businesses invest in and operate electric and gas utilities and other energy infrastructure that provide energy services to customers. Sempra has three operating and reportable segments, which we describe in Note 17. All references in these Notes to our reportable segments are not intended to refer to any legal entity with the same or similar name.

SDG&E

SDG&E’s common stock is wholly owned by Enova Corporation, which is a wholly owned subsidiary of Sempra. SDG&E is a regulated public utility that provides electric service to San Diego and southern Orange counties and natural gas service to San Diego County. SDG&E has one operating and reportable segment.

SoCalGas

SoCalGas’ common stock is wholly owned by Pacific Enterprises, which is a wholly owned subsidiary of Sempra. SoCalGas is a regulated public natural gas distribution utility, serving customers throughout most of Southern California and part of central California. SoCalGas has one operating and reportable segment.

BASIS OF PRESENTATION

This is a combined report of Sempra, SDG&E and SoCalGas. We provide separate information for SDG&E and SoCalGas as required. We have eliminated intercompany accounts and transactions within Sempra’s consolidated financial statements.

Use of Estimates in the Preparation of the Financial Statements

We have prepared our financial statements in conformity with U.S. GAAP. This requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes, including the disclosure of contingent assets and liabilities at the date of the financial statements. Although we believe the estimates and assumptions are reasonable, actual amounts ultimately may differ significantly from those estimates.

Subsequent Events

We evaluated events and transactions that occurred after December 31, 2025 through the date the financial statements were issued, and in the opinion of management, the accompanying financial statements reflect all adjustments and disclosures necessary for a fair presentation.

REGULATED OPERATIONS

SDG&E’s and SoCalGas’ accounting policies and financial statements reflect the application of U.S. GAAP provisions governing rate-regulated operations and the policies of the CPUC and the FERC. Under these provisions, a regulated utility records regulatory assets, which are generally costs that would otherwise be charged to expense, if it is probable that, through the ratemaking process, the utility will recover those assets from customers. To the extent that recovery is no longer probable, the related regulatory assets are written off. Regulatory liabilities generally represent amounts collected from customers in advance of the actual expenditure by the utility. If the actual expenditures are less than amounts previously collected from customers, the excess would be refunded to customers, generally by reducing future rates. Regulatory assets and liabilities may also arise from other transactions such as unrealized losses and/or gains on fixed-price contracts and other derivatives or certain deferred income tax expenses or benefits that are passed through to customers in future rates. In addition, SDG&E and SoCalGas record regulatory liabilities when the CPUC or, in the case of SDG&E, the FERC, requires a refund to be made to customers or has required that a gain or other transaction of net allowable costs be given to customers over future periods.

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Determining probability of recovery of regulatory assets requires judgment by management and may include, but is not limited to, consideration of:

▪the nature of the event giving rise to the assessment

▪existing statutes and regulatory code

▪legal precedents

▪regulatory principles and analogous regulatory actions

▪testimony presented in regulatory hearings

▪regulatory orders

▪a commission-authorized mechanism established for the accumulation of costs

▪status of applications for rehearings or state court appeals

▪specific approval from a commission

▪historical experience

Our Sempra Texas Utilities segment is comprised of our equity method investments in Oncor Holdings, which owns an 80.25% interest in Oncor, and Sharyland Holdings, which owns 100% of Sharyland Utilities. Oncor and Sharyland Utilities are regulated electric transmission and distribution utilities in Texas and their rates are regulated by the PUCT and, in the case of Oncor, certain cities and are subject to regulatory rate-setting processes and earnings oversight. Oncor and Sharyland Utilities prepare their financial statements in accordance with the provisions of U.S. GAAP governing rate-regulated operations.

Sempra Infrastructure’s natural gas distribution utility, Ecogas, also applies U.S. GAAP provisions governing rate-regulated operations, including the same evaluation of probability of recovery of regulatory assets described above. Certain business activities at Sempra Infrastructure are regulated by the CNE and the FERC and meet the regulatory accounting requirements of U.S. GAAP.

FAIR VALUE MEASUREMENTS

We measure certain assets and liabilities at fair value on a recurring basis, primarily NDT and benefit plan trust assets and derivatives. We also measure certain assets at fair value on a non-recurring basis in certain circumstances.

A fair value measurement reflects the assumptions market participants would use in pricing an asset or liability based on the best available information. These assumptions include the risk inherent in a particular valuation technique (such as a pricing model) and the risks inherent in the inputs to the model. Also, we consider an issuer’s credit standing when measuring its liabilities at fair value.

We establish a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

Level 1 – Pricing inputs are unadjusted quoted prices available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Our Level 1 financial instruments primarily consist of listed equities, short-term investments, and U.S. government treasury securities, primarily in the NDT and benefit plan trusts, and exchange-traded derivatives.

Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including:

▪quoted forward prices for commodities

▪time value

▪current market and contractual prices for the underlying instruments

▪volatility factors

▪other relevant economic measures

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Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument and can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Our financial instruments in this category include listed equities, domestic corporate bonds, municipal bonds and other foreign bonds, primarily in the NDT and benefit plan trusts, and non-exchange-traded derivatives such as interest rate instruments and over-the-counter forwards and options.

Level 3 – Pricing inputs include significant inputs that are generally less observable than from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value from the perspective of a market participant. Our Level 3 financial instruments consist of CRRs at SDG&E and natural gas derivatives and the Support Agreement at Sempra Infrastructure.

VARIABLE INTEREST ENTITIES

We consolidate a VIE if we are the primary beneficiary of the VIE. Our determination of whether we are the primary beneficiary is based on qualitative and quantitative analyses, which assess:

▪the purpose and design of the VIE;

▪the nature of the VIE’s risks and the risks we absorb;

▪the power to direct activities that most significantly impact the economic performance of the VIE; and

▪the obligation to absorb losses or the right to receive benefits that could be significant to the VIE.

We will continue to evaluate our VIEs for any changes that may impact our determination of whether an entity is a VIE and if we are the primary beneficiary.

SDG&E

Nonconsolidated VIEs

SDG&E’s power procurement is subject to reliability requirements that may require SDG&E to enter into various PPAs that include variable interests. SDG&E evaluates the respective entities to determine if variable interests exist and, based on the qualitative and quantitative analyses described above, if SDG&E, and indirectly Sempra, is the primary beneficiary.

SDG&E has agreements under which it purchases power generated by facilities for which it supplies all of the natural gas to fuel the power plant (i.e., tolling agreements). SDG&E’s obligation to absorb natural gas costs may be a significant variable interest. In addition, SDG&E has the power to direct the dispatch of electricity generated by these facilities. Based on our analysis, the ability to direct the dispatch of electricity may have the most significant impact on the economic performance of the entity owning the generating facility because of the associated exposure to the cost of natural gas, which fuels the plants, and the value of electricity produced. To the extent that SDG&E (1) is obligated to purchase and provide fuel to operate the facility, (2) has the power to direct the dispatch, and (3) purchases all of the output from the facility for a substantial portion of the facility’s useful life, SDG&E may be the primary beneficiary of the entity owning the generating facility. SDG&E determines if it is the primary beneficiary in these cases based on a qualitative approach in which it considers the operational characteristics of the facility, including its expected power generation output relative to its capacity to generate and the financial structure of the entity, among other factors. If SDG&E determines that it is the primary beneficiary, SDG&E and Sempra consolidate the entity that owns the facility as a VIE.

In addition to tolling agreements, other variable interests involve various elements of fuel and power costs, and other components of cash flows expected to be paid to or received by our counterparties. In most of these cases, the expectation of variability is not substantial, and SDG&E generally does not have the power to direct activities, including the operation and maintenance activities of the generating facility, that most significantly impact the economic performance of the other VIEs. If our ongoing evaluation of these VIEs were to conclude that SDG&E becomes the primary beneficiary and consolidation by SDG&E becomes necessary, the effects could be significant to the financial position and liquidity of SDG&E and Sempra.

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SDG&E determined that none of its PPAs and tolling agreements resulted in SDG&E being the primary beneficiary of a VIE at December 31, 2025 and 2024. PPAs and tolling agreements that relate to SDG&E’s involvement with VIEs are primarily accounted for as finance leases. The carrying amounts of the assets and liabilities under these contracts are included in PP&E, net, and finance lease liabilities with balances of $1,109 million and $1,138 million at December 31, 2025 and 2024, respectively. SDG&E recovers costs incurred on PPAs, tolling agreements and other variable interests through CPUC-approved long-term power procurement plans. SDG&E has no residual interest in the respective entities and has not provided or guaranteed any debt or equity support, liquidity arrangements, performance guarantees or other commitments associated with these contracts other than the purchase commitments described in Note 16. As a result, SDG&E’s potential exposure to loss from its variable interest in these VIEs is not significant.

Other Sempra

Nonconsolidated VIEs

Oncor Holdings. Oncor Holdings is a VIE. Sempra is not the primary beneficiary of this VIE because of the structural and operational ring-fencing measures, governance mechanisms and commitments in place that prevent us from having the power to direct the significant activities of Oncor Holdings. As a result, we do not consolidate Oncor Holdings and instead account for our ownership interest as an equity method investment. See Note 5 for additional information about our equity method investment in Oncor Holdings and restrictions on our ability to influence its activities. Our maximum exposure to loss, which fluctuates over time, from our interest in Oncor Holdings does not exceed the carrying value of our investment, which was $17,472 million and $15,400 million at December 31, 2025 and 2024, respectively.

Cameron LNG JV. Cameron LNG JV is a VIE principally due to contractual provisions that transfer certain risks to customers. Sempra is not the primary beneficiary of this VIE because we do not have the power to direct the most significant activities of Cameron LNG JV, including LNG production and operation and maintenance activities at the liquefaction facility. Therefore, we account for our investment in Cameron LNG JV under the equity method. The carrying value of our investment is $1,259 million, of which $1,242 million is classified as held for sale (see Note 6), at December 31, 2025 and $1,149 million at December 31, 2024. Our maximum exposure to loss, which fluctuates over time, includes the carrying value of our investment and our obligation under the SDSRA, which we discuss in Note 16.

CFIN. As we discuss in Note 16, in July 2020, Sempra entered into the Support Agreement for the benefit of CFIN, which is a VIE. Sempra is not the primary beneficiary of this VIE because we do not have the power to direct the most significant activities of CFIN, including modification, prepayment, and refinance decisions related to the financing arrangement with external lenders and Cameron LNG JV’s four project owners as well as the ability to determine and enforce remedies in the event of default. The conditional obligations of the Support Agreement represent a variable interest that we measure at fair value on a recurring basis (see Note 11). Sempra’s maximum exposure to loss under the terms of the Support Agreement is $979 million.

Consolidated VIEs

ECA LNG Phase 1, Port Arthur LNG I and Port Arthur LNG II are VIEs because their total equity at risk is not sufficient to finance their activities without additional subordinated financial support. We expect that these entities will require future capital contributions or other financial support to finance the construction of their respective liquefaction facilities. Sempra is the primary beneficiary of these VIEs because we have the power to direct the activities that most significantly impact their economic performance, including construction and future operation and maintenance of the facilities. As a result, we consolidate these VIEs.

Sempra consolidated $15,950 million and $8,177 million of assets at December 31, 2025 and December 31, 2024, respectively, consisting primarily of PP&E, net, and restricted cash attributable to these VIEs that could be used only to settle obligations of these VIEs and that are not available to settle obligations of Sempra, and $6,335 million and $2,664 million of liabilities at December 31, 2025 and 2024, respectively, consisting primarily of long-term debt and accounts payable attributable to these VIEs for which creditors do not have recourse to the general credit of Sempra. At December 31, 2025, these assets and liabilities are classified as held for sale (see Note 6).

2025 Form 10-K | F-31

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Additionally, IEnova and TotalEnergies SE have provided guarantees for repayment of up to $1,226 million and $305 million, respectively, plus accrued and unpaid interest, of the loan facility supporting construction of the ECA LNG Phase 1 project (see Note 7). Both SI Partners and ConocoPhillips have provided guarantees relating to their respective affiliate’s commitment to make its pro rata equity share of capital contributions to fund 110% of the development budget of the PA LNG Phase 1 project, in an aggregate amount of up to $9.0 billion (see Note 13). SI Partners’ guarantee covers 70% of this amount plus enforcement costs of its guarantee. SI Partners has committed to fund up to $7.8 billion to PA2 JVCo to support its share of the budgeted PA LNG Phase 2 project construction costs, while Blackstone has committed to fund $7.0 billion (see Note 12). SI Partners has also provided a guarantee for repayment of the $300 million credit facility supporting construction of the PA LNG Phase 2 project (see Note 7).

CASH, CASH EQUIVALENTS AND RESTRICTED CASH

Cash equivalents are highly liquid investments with original maturities of three months or less at the date of purchase.

Restricted cash includes:

▪certain funds at the Port Arthur LNG liquefaction project for which withdrawals and usage are dictated by debt and equity agreements

▪distributions in 2026 from SI Partners to Sempra that the KKR Partners would be entitled to, subject to the closing of the planned sale of a portion of our equity interest in SI Partners, which we discuss in Note 6

▪funds denominated in U.S. dollars and Mexican pesos to pay for rights-of-way and other costs pursuant to certain agreements related to pipeline projects

▪funds held in a delisting trust for the purpose of purchasing the remaining publicly owned IEnova shares

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on Sempra’s Consolidated Balance Sheets to the sum of such amounts reported on Sempra’s Consolidated Statements of Cash Flows.


RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
(Dollars in millions)
	December 31,
	2025		2024
Sempra:
Cash and cash equivalents	$	29	$	1,565
Restricted cash, current	2		21
Restricted cash, noncurrent	—		3
Assets held for sale	3,521		—
Total cash, cash equivalents and restricted cash on the Consolidated Statements of Cash Flows	$	3,552	$	1,589

CREDIT LOSSES

Financial Assets Measured at Amortized Cost

We are exposed to credit losses from financial assets measured at amortized cost, including trade and other accounts receivable, amounts due from unconsolidated affiliates, our net investment in sales-type leases and a note receivable.

We regularly monitor and evaluate credit losses and record allowances for expected credit losses, if necessary, for trade and other accounts receivable using a combination of factors, including past-due status based on contractual terms, trends in write-offs, the age of the receivables and customer payment patterns, historical and industry trends, counterparty creditworthiness, economic conditions and specific events, such as bankruptcies, pandemics and other factors. We write off financial assets measured at amortized cost in the period in which we determine they are not recoverable. We record recoveries of amounts previously written off when it is known that they will be recovered.

As we discuss below in “Note Receivable,” we have an interest-bearing promissory note due from KKR Pinnacle. On a quarterly basis, we evaluate credit losses and record allowances for expected credit losses on this note receivable, including compounded interest and unamortized transaction costs, based on published default rate studies, the maturity date of the instrument and an internally developed credit rating.

SDG&E and SoCalGas have regulatory mechanisms to recover credit losses and thus record changes in the allowances for credit losses related to Accounts Receivable – Trade that are probable of recovery in regulatory accounts. We discuss regulatory accounts in Note 4.

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Changes in allowances for credit losses for trade receivables, other receivables and a note receivable are as follows:


CHANGES IN ALLOWANCES FOR CREDIT LOSSES
(Dollars in millions)
	2025		2024		2023
Sempra:
Allowances for credit losses at January 1	$	519	$	539	$	188
Provisions for expected credit losses(1)	61		202		467
Write-offs(1)	(193)		(222)		(116)
Reclassification to assets held for sale	(89)		—		—
Allowances for credit losses at December 31	$	298	$	519	$	539
SDG&E:
Allowances for credit losses at January 1	$	114	$	144	$	78
Provisions for expected credit losses	47		52		115
Write-offs	(81)		(82)		(49)
Allowances for credit losses at December 31	$	80	$	114	$	144
SoCalGas:
Allowances for credit losses at January 1	$	285	$	331	$	98
Provisions for expected credit losses	37		94		300
Write-offs	(108)		(140)		(67)
Allowances for credit losses at December 31	$	214	$	285	$	331

(1) Includes activities in 2025 within the disposal group that is classified as held for sale.

Allowances for credit losses related to trade receivables, other receivables and a note receivable are included in the Consolidated Balance Sheets as follows:


ALLOWANCES FOR CREDIT LOSSES
(Dollars in millions)
	December 31,
	2025		2024
Sempra:
Accounts receivable – trade, net	$	235	$	447
Accounts receivable – other, net	47		53
Other long-term assets(1)(2)	16		19
Total allowances for credit losses	$	298	$	519
SDG&E:
Accounts receivable – trade, net	$	49	$	81
Accounts receivable – other, net	26		25
Other long-term assets(1)	5		8
Total allowances for credit losses	$	80	$	114
SoCalGas:
Accounts receivable – trade, net	$	186	$	251
Accounts receivable – other, net	21		28
Other long-term assets(1)	7		6
Total allowances for credit losses	$	214	$	285

(1) In January 2024, the CPUC directed SDG&E and SoCalGas to offer long-term repayment plans to eligible residential customers with past-due balances.

(2) At December 31, 2025 and 2024, includes $4 and $5, respectively, of expected credit losses on an interest-bearing promissory note due from KKR Pinnacle.

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Off-Balance Sheet Credit Exposures

We are exposed to credit losses from off-balance sheet arrangements through Sempra’s guarantees related to the SDSRA and SI Partners’ February 2025 credit support agreement, which we discuss in Note 16. On a quarterly basis, we evaluate credit losses and record liabilities for expected credit losses on our off-balance sheet arrangements based on external credit ratings, published default rate studies and the maturity date of the arrangements. On Sempra’s Consolidated Balance Sheets, expected credit losses of $5 million are included in Deferred Credits and Other at both December 31, 2025 and 2024, and $2 million are included in Liabilities Held for Sale at December 31, 2025.

CONCENTRATION OF CREDIT RISK

Credit risk is the risk of loss that would be incurred as a result of nonperformance by our counterparties on their contractual obligations. We have policies governing the management of credit risk that are administered by the respective credit departments at each of the Registrants and overseen by their separate risk management committees.

This oversight includes calculating current and potential credit risk on a regular basis and monitoring actual balances in comparison to approved limits. We establish credit limits based on risk and return considerations under terms customarily available in the industry. We avoid concentration of counterparties whenever possible, and we believe our credit policies significantly reduce overall credit risk. These policies include an evaluation of:

▪prospective counterparties’ financial condition (including credit ratings)

▪collateral requirements

▪the use of standardized agreements that allow for the netting of positive and negative exposures associated with a single counterparty

▪downgrade triggers

We believe that we have provided adequate reserves for counterparty nonperformance in our allowances for credit losses.

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TRANSACTIONS WITH AFFILIATES

We summarize amounts due from and to unconsolidated affiliates at the Registrants in the following table.


AMOUNTS DUE FROM (TO) UNCONSOLIDATED AFFILIATES
(Dollars in millions)
	December 31,
	2025		2024
Sempra:
Tax sharing agreement with Oncor Holdings	$	—	$	8
Various affiliates	—		5
Total due from unconsolidated affiliates – current(1)	$	—	$	13

Tax sharing arrangement with Oncor Holdings	$	(8)	$	—
Total due to unconsolidated affiliates – current	$	(8)	$	—

TAG Pipelines(2):
5.5% Note due January 14, 2026	$	—	$	(8)
5.5% Note due July 14, 2026	—		(12)
5.5% Note due January 19, 2027	—		(15)
5.5% Note due July 21, 2027	—		(19)
5.5% Note due January 19, 2028	—		(48)
5.5% Note due July 18, 2028	—		(41)


TAG Norte – 5.74% Note due December 17, 2029(2)	—		(209)
Total due to unconsolidated affiliates – noncurrent(1)	$	—	$	(352)
SDG&E:
Various affiliates	$	1	$	—
Total due from unconsolidated affiliates – current	$	1	$	—

Sempra	$	(48)	$	(42)
SoCalGas	(6)		(14)
Various affiliates	(5)		(3)
Total due to unconsolidated affiliates – current	$	(59)	$	(59)

Income taxes due from Sempra(3)	$	43	$	38
SoCalGas:
SDG&E	$	6	$	14
Various affiliates	2		2
Total due from unconsolidated affiliates – current	$	8	$	16

Sempra	$	(35)	$	(38)


Total due to unconsolidated affiliates – current	$	(35)	$	(38)

Income taxes due to Sempra(3)	$	(6)	$	(6)

(1) At December 31, 2025, $3 due from unconsolidated affiliates is included in Assets Held for Sale and $477 due to unconsolidated affiliates is included in Liabilities Held for Sale on the Sempra Consolidated Balance Sheet.

(2) U.S. dollar-denominated loans at fixed interest rates. Amounts include principal balances plus accumulated interest outstanding and value-added tax payable to the Mexican government.

(3) SDG&E and SoCalGas are included in the consolidated income tax return of Sempra, and their respective income tax expense/benefit is computed as an amount equal to that which would result from each company having always filed a separate return. Amounts include current and noncurrent income taxes due from/to Sempra.

2025 Form 10-K | F-35

Tab le of Cont ents

The following table summarizes income statement information from unconsolidated affiliates.


INCOME STATEMENT IMPACT FROM UNCONSOLIDATED AFFILIATES
(Dollars in millions)
	Years ended December 31,
	2025		2024		2023
Sempra:
Revenues	$	34	$	40	$	44


Interest expense	18		16		15
SDG&E:
Revenues	$	22	$	23	$	21
Cost of sales	134		146		113
SoCalGas:
Revenues	$	173	$	169	$	124
Cost of sales(1)	(3)		(5)		35

(1) Includes net commodity costs from natural gas transactions with unconsolidated affiliates.

Sempra, SDG&E and SoCalGas provide certain services to each other and are charged an allocable share of the cost of such services. Also, from time-to-time, SDG&E and SoCalGas may make short-term advances of surplus cash to Sempra at interest rates based on the federal funds effective rate plus a margin of 13 to 20 bps, depending on the loan balance. Such amounts are eliminated in consolidation at Sempra.

SDG&E and SoCalGas charge one another, as well as other Sempra affiliates, for shared asset depreciation. SoCalGas and SDG&E record revenues and the affiliates record corresponding amounts to O&M. Such amounts are eliminated in consolidation at Sempra.

SDG&E has a 20-year contract that commenced in June 2015 for up to 155 MW of renewable power supplied from the ESJ wind power generation facility, a consolidated subsidiary of Sempra. A second 20-year contract between SDG&E and ESJ for up to 108 MW of renewable power supplied from the same facility commenced in January 2022. Such amounts are eliminated in consolidation at Sempra.

The natural gas supply for SDG&E’s and SoCalGas’ core natural gas customers is purchased by SoCalGas as a combined procurement portfolio managed by SoCalGas. Core customers are primarily residential and small commercial and industrial customers. This core gas procurement function is considered a shared service; therefore, SoCalGas records revenues net of costs in cost of sales. Such amounts are eliminated in consolidation at Sempra.

SoCalGas provides natural gas transportation and storage services to SDG&E and charges SDG&E for such services monthly. SoCalGas records revenues and SDG&E records a corresponding amount to cost of sales. Such amounts are eliminated in consolidation at Sempra.

SoCalGas provides transportation services to Ecogas. SoCalGas records revenues and Ecogas records a corresponding amount to cost of sales. Such amounts are eliminated in consolidation at Sempra.

SoCalGas and SI Partners may buy and sell natural gas from and to each other in open market transactions to help satisfy supply needs. SoCalGas records revenues and costs in cost of sales. SI Partners records revenues and costs in revenues. Such amounts are eliminated in consolidation at Sempra.

SI Partners has agreements with Cameron LNG JV to provide certain business services and project development services related to the Cameron LNG Phase 2 project.

SI Partners provides maintenance and administrative services to TAG Pipelines. Additionally, SI Partners subleases office space for personnel to TAG Pipelines and TAG Norte.

Sempra provides guarantees to certain unconsolidated affiliates, which we discuss in Note 16.

2025 Form 10-K | F-36

Tab le of Cont ents

INVENTORIES

SDG&E and SoCalGas value natural gas inventory using the last-in first-out method. SI Partners values natural gas inventory at the lower of average cost or net realizable value. We record natural gas to inventory when injected and then to expense when the gas is withdrawn for distribution to customers or to be used as fuel for electric generation.

SI Partners values LNG inventory at the lower of average cost or net realizable value. We record LNG to inventory when delivered to our terminals and then to expense when transported from our terminals.

SDG&E, SoCalGas and SI Partners generally value materials and supplies at the lower of average cost or net realizable value. We record materials and supplies to inventory when purchased and then to expense or capitalized to PP&E, as appropriate, when used.

The components of inventories are as follows:


INVENTORY BALANCES AT DECEMBER 31
(Dollars in millions)
	Sempra				SDG&E				SoCalGas
	2025(1)		2024		2025		2024		2025		2024
Natural gas	$	158	$	163	$	2	$	1	$	156	$	148
LNG	—		27		—		—		—		—
Materials and supplies	403		369		265		201		138		139
Total	$	561	$	559	$	267	$	202	$	294	$	287

(1) Total inventories of $109 is included in Assets Held for Sale on the Sempra Consolidated Balance Sheet, which consists of $12 of natural gas, $12 of LNG and $85 of materials and supplies.

GREENHOUSE GAS ALLOWANCES AND OBLIGATIONS

SDG&E, SoCalGas and SI Partners are required by AB 32 to acquire GHG allowances for every metric ton of carbon dioxide equivalent emitted into the atmosphere during electric generation and natural gas consumption. SDG&E and SoCalGas purchase required GHG allowances based on their customers’ natural gas consumption and receive a fraction of allocated allowances at no cost to meet compliance obligations. SDG&E receives allocations of GHG allowances on behalf of its electric customers at no cost and purchases any additional allowances required. We record purchased and allocated GHG allowances at the lower of weighted-average cost or market. We measure the compliance obligation, which is based on emissions, at the carrying value of allowances held plus the fair value of additional allowances necessary to satisfy the obligation. SDG&E and SoCalGas balance costs and revenues associated with the GHG program through regulatory balancing accounts. SI Partners records the cost of GHG obligations in cost of sales. We remove the assets and liabilities from the balance sheets as the allowances are surrendered.

WILDFIRE FUND AND CONTINUATION ACCOUNT

2019 Wildfire Legislation

In July 2019, the 2019 Wildfire Legislation was signed into law to address certain issues related to catastrophic wildfires in California and their impact on electric IOUs. Investor-owned gas distribution utilities such as SoCalGas are not covered by this legislation. The issues addressed include wildfire mitigation, cost recovery standards and requirements, a wildfire fund, a liability cap and the establishment of a wildfire safety board.

The 2019 Wildfire Legislation established a revised legal standard for the recovery of wildfire costs (Revised Prudent Manager Standard) and established a fund (the Wildfire Fund) designed to provide liquidity to SDG&E, PG&E and Edison to pay IOU wildfire-related claims in the event that the governmental agency responsible for determining causation determines the applicable IOU’s equipment caused the ignition of a wildfire, primary insurance coverage is exceeded and certain other conditions are satisfied. A primary purpose of the Wildfire Fund is to pool resources provided by shareholders and ratepayers of the IOUs and make those resources available to reimburse the IOUs for third-party wildfire claims incurred after July 12, 2019, the effective date of the 2019 Wildfire Legislation, subject to certain limitations.

2025 Form 10-K | F-37

Tab le of Cont ents

An IOU may seek payment from the Wildfire Fund for settled or adjudicated third-party damage claims arising from certain wildfires that exceed, in aggregate in a calendar year, the greater of $1.0 billion or the IOU’s required amount of insurance coverage as recommended by the Wildfire Fund’s administrator. Wildfire claims approved by the Wildfire Fund’s administrator will be paid by the Wildfire Fund to the IOU to the extent funds are available. These utilized funds will be subject to review by the CPUC, which will make a determination as to the degree an IOU’s conduct related to an ignition of a wildfire was prudent or imprudent. The Revised Prudent Manager Standard requires that the CPUC apply clear standards when reviewing wildfire liability losses paid when determining the reasonableness of an IOU’s conduct related to an ignition. Under this standard, the conduct under review related to the ignition may include factors within and beyond the IOU’s control, including humidity, temperature and winds. Costs and expenses may be allocated for cost recovery in full or in part. Also, under this standard, an IOU’s conduct will be deemed reasonable if a valid annual safety certification is in place at the time of the ignition, unless a serious doubt is raised, in which case the burden shifts to the utility to dispel that doubt. The IOUs will receive an annual safety certification from OEIS if they meet various requirements.

If an IOU has maintained a valid annual safety certification, to the extent it is found to be imprudent, claims will be reimbursable by the IOU to the Wildfire Fund up to a liability cap based on the IOU’s rate base. The aggregate requirement to reimburse the Wildfire Fund over a trailing three calendar year period is capped at 20% of the equity portion of an IOU’s electric transmission and distribution rate base in the year of the prudency determination. Based on its 2025 rate base, the liability cap for SDG&E is approximately $1.5 billion, which is adjusted annually. The liability cap will apply on a rolling three-year basis so long as future annual safety certifications are received and the Wildfire Fund has not been terminated, which could occur if funds are exhausted. Amounts in excess of the liability cap and amounts that are determined to be prudently incurred do not need to be reimbursed by an IOU to the Wildfire Fund. The Wildfire Fund does not have a specified term and coverage will continue until the assets of the Wildfire Fund are exhausted and the Wildfire Fund is terminated, in which case, the remaining funds, if any, will be transferred to California’s general fund to be used for fire risk mitigation programs.

SDG&E submitted its request to the OEIS for its annual wildfire safety certification in December 2025. OEIS will have until March 2026 to issue the certification or provide written notice explaining why additional time is needed. SDG&E’s existing certification remains valid until this pending request is resolved.

The Wildfire Fund was initially funded up to $10.5 billion by a loan from the California Surplus Money Investment Fund. The loan is financed through a DWR bond, which was put in place in October 2020 and is securitized through a dedicated surcharge on ratepayers’ bills attributable to the DWR. In October 2019, the CPUC adopted a decision authorizing a non-bypassable charge to be collected by the IOUs to support the anticipated DWR bond issuance authorized by AB 1054. The CPUC decision also determined that ratepayers of non-participating electrical corporations shall not pay the non-bypassable charge.

The Wildfire Fund was also funded by initial shareholder contributions from the IOUs totaling $7.5 billion. SDG&E’s share was $322.5 million. The IOUs are also required to make annual shareholder contributions to the Wildfire Fund with an aggregate value of $3 billion over a 10-year period starting in 2019. SDG&E’s share is $129 million. The contributions are not subject to rate recovery.

2025 Wildfire Legislation

In September 2025, the 2025 Wildfire Legislation was signed into law. The 2025 Wildfire Legislation established, among other things, the Continuation Account, a new state-administered account with up to $18.0 billion of additional liquidity to reimburse catastrophic wildfire-related claims incurred by participating California electric IOUs, including SDG&E, if certain conditions are met. The 2025 Wildfire Legislation preserves key elements of the 2019 Wildfire Legislation, including cost recovery standards and requirements, a liability cap in the event of a finding of imprudence by the CPUC, and continued access to wildfire claims liquidity through the new Continuation Account.

The Continuation Account will become operative if, prior to December 31, 2028, either (i) the Wildfire Fund’s administrator projects that the original Wildfire Fund will be depleted, or (ii) a participating electric IOU notifies the Wildfire Fund’s administrator that it anticipates more than $1.0 billion in eligible claims in a single coverage year for one or more wildfires that ignite after September 19, 2025, the effective date of the 2025 Wildfire Legislation. All of California’s large electric IOUs, including SDG&E, have elected to participate in the Continuation Account.

2025 Form 10-K | F-38

Tab le of Cont ents

If the Continuation Account becomes operative, it would be funded with a combination of ratepayer and electric IOU shareholder contributions. Ratepayer contributions totaling $9.0 billion would be financed through new bonds to be issued by the DWR and secured by the extension of an existing Wildfire Fund-related non-bypassable ratepayer charge from 2036-2045, subject to a determination by the CPUC that the extension is just and reasonable. Electric IOU shareholder contributions totaling $5.1 billion would be obtained through fixed annual contributions of $300 million from 2029 through 2045, plus an additional $3.9 billion in contingent shareholder contributions payable in annual installments of $780 million if the Wildfire Fund’s administrator determines there is additional need, subject to a potential ratepayer credit of 50% of the amount of any remaining contingent contribution installments if the Wildfire Fund’s administrator terminates the Continuation Account prior to their collection. SDG&E’s proportionate share of the aggregate shareholder contribution amount through 2045 is expected to be $387 million, comprising (i) $219.3 million of fixed contributions of $12.9 million annually for 17 years, and (ii) $167.7 million of contingent contributions of $33.5 million annually for five years.

Only claims arising from wildfires that ignited on or after September 19, 2025 and in excess of the greater of $1.0 billion or the amount of insurance coverage required by the Wildfire Fund’s administrator are eligible for reimbursement from the Continuation Account. As with the 2019 Wildfire Legislation, for participating electric IOUs that have received a safety certification, reimbursements to the Continuation Account with electric IOU shareholder contributions are not required if a CPUC reasonableness review, conducted under the prudency standards established by the 2019 Wildfire Legislation, results in a finding that the participating IOU acted prudently. Reimbursements to the Continuation Account with electric IOU shareholder contributions are required for wildfire liabilities deemed imprudently incurred, but the amount of the reimbursement is subject to a liability cap if the Continuation Account is not otherwise depleted. The applicable participating electric IOU may credit its shareholder contributions to the Continuation Account against required reimbursements, subject to a liability cap equal to the lesser of (i) the disallowed costs, or (ii) 20% of the electric IOU’s total transmission and distribution equity rate base for the year of ignition of the applicable wildfire, less (a) prior reimbursements by the electric IOU for any covered wildfire-related disallowances within three years before the date of ignition of the applicable wildfire, and (b) any unused shareholder contributions by the electric IOU not already credited. SDG&E’s current estimated liability cap, which will vary over time, is approximately $1.5 billion based on its 2025 transmission and distribution equity rate base.

As with the 2019 Wildfire Legislation, participating electric IOUs are not permitted to earn an equity return on a certain amount of capital investments supporting wildfire risk mitigation. The 2025 Wildfire Legislation establishes this amount as $6.0 billion of wildfire risk mitigation capital investments authorized by the CPUC after January 1, 2026, and SDG&E’s proportionate share is limited to $258 million.

If the Continuation Account becomes operative, SDG&E would record an obligation for its commitment to make shareholder contributions to the Continuation Account.

Wildfire Fund Asset and Obligation

In 2019, SDG&E recorded both a Wildfire Fund asset and a related obligation for its commitment to make shareholder contributions of $451.5 million to the Wildfire Fund. SDG&E paid its initial shareholder contribution of $322.5 million to the Wildfire Fund in September 2019. SDG&E funded this contribution with proceeds from an equity contribution from Sempra. SDG&E expects to continue to make annual shareholder contributions of $12.9 million through December 31, 2028. SDG&E is accreting the present value of the Wildfire Fund obligation until the liability is settled.

SDG&E is amortizing the Wildfire Fund asset on a straight-line basis over the estimated period of benefit, as adjusted for utilization by the IOUs. In 2024, SDG&E revised its estimate of the period of benefit from 15 years to 25 years. The estimated period of benefit of the Wildfire Fund asset is based on several assumptions, including, but not limited to:

▪historical wildfire experience of each IOU in California, including frequency and severity of the wildfires

▪the value of property potentially damaged by wildfires

▪the effectiveness of wildfire risk mitigation efforts by each IOU

▪liability cap of each IOU

▪IOU prudency determination levels

▪FERC jurisdictional allocation levels

▪insurance coverage levels

2025 Form 10-K | F-39

Tab le of Cont ents

The use of different assumptions, or changes to the assumptions used, could have a significant impact on the estimated period of benefit of the Wildfire Fund asset. SDG&E periodically evaluates the estimated period of benefit of the Wildfire Fund asset based on actual experience and changes in these assumptions. SDG&E recognizes a reduction of its Wildfire Fund asset and records a charge against earnings in the period when there is a reduction of the available coverage due to recoverable claims from any of the participating IOUs. Wildfire claims that are recoverable from the Wildfire Fund, net of anticipated or actual reimbursement to the Wildfire Fund by the responsible IOU, decrease the Wildfire Fund asset and remaining available coverage.

In February 2026, a participating IOU publicly disclosed that it has received, or expects to receive, approximately $1.26 billion in aggregate reimbursements from the Wildfire Fund for eligible claims related to wildfires that occurred in 2019 and 2021. Also in February 2026, another participating IOU publicly disclosed it has received, or expects to receive, approximately $134 million in aggregate reimbursements from the Wildfire Fund for losses incurred and expected to be incurred in connection with one of the LA Fires, the cause of which remains under investigation and has not been conclusively determined. The administrator of the Wildfire Fund has confirmed that this wildfire qualifies as a “covered wildfire” for purposes of accessing the Wildfire Fund, and the scope of potential damages caused by this fire could materially reduce or exhaust the Wildfire Fund. The participating IOU stated that it is currently unable to reasonably estimate a range of potential losses associated with this event. Accordingly, SDG&E is unable to estimate a range of potential loss resulting from any reduction in available coverage from the Wildfire Fund.

The following table summarizes the location of balances related to the Wildfire Fund on Sempra’s and SDG&E’s Consolidated Balance Sheets.


WILDFIRE FUND
(Dollars in millions)
		December 31,
	Location	2025		2024
Wildfire Fund asset:
Current	Prepaid Expenses	$	14	$	14
Noncurrent	Wildfire Fund	246		262
Wildfire Fund obligation:
Current	Other Current Liabilities	13		13
Noncurrent	Deferred Credits and Other	20		31

NOTE RECEIVABLE

In November 2021, Sempra loaned $300 million to KKR Pinnacle in exchange for an interest-bearing promissory note that is due in full no later than October 2029 and bears compound interest at 5% per annum, which may be paid quarterly or added to the outstanding principal at the election of KKR Pinnacle. At December 31, 2025 and 2024, Other Long-Term Assets includes $368 million and $349 million, respectively, of outstanding principal, compounded interest and unamortized transaction costs, net of allowance for credit losses, on Sempra’s Consolidated Balance Sheets.

At the closing of the planned sale of a portion of our equity interest in SI Partners, which we discuss in Note 6, Sempra and the KKR Partners will amend this promissory note to, among other things, extend its maturity date and increase its interest rate to 8.5% per annum before January 1, 2031 and 10.0% thereafter through a due date seven years and 91 days after the closing.

LONG-LIVED ASSETS

We test long-lived assets for recoverability whenever events or changes in circumstances have occurred that may affect the recoverability or the estimated useful lives of long-lived assets. Long-lived assets include intangible assets subject to amortization, but do not include investments in unconsolidated entities. A long-lived asset may be impaired when the estimated future undiscounted cash flows are less than the carrying amount of the asset. If that comparison indicates that the asset’s carrying value may not be recoverable, the impairment is measured based on the difference between the carrying amount and the fair value of the asset. This evaluation is performed at the lowest level for which separately identifiable cash flows exist.

2025 Form 10-K | F-40

Tab le of Cont ents

GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

Goodwill is the excess of the purchase price over the fair value of the identifiable net assets of acquired companies measured at the time of acquisition. Goodwill is not amortized, but we test it for impairment annually on October 1 or whenever events or changes in circumstances necessitate an evaluation. If the carrying value of the reporting unit, including goodwill, exceeds its fair value, we record a goodwill impairment loss as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the carrying amount of goodwill.

For our annual goodwill impairment testing, we have the option to first make a qualitative assessment of whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount before applying the quantitative goodwill impairment test. If we elect to perform the qualitative assessment, we evaluate relevant events and circumstances, including but not limited to, macroeconomic conditions, industry and market considerations, cost factors and the overall financial performance of the reporting unit. If, after assessing these qualitative factors, we determine that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, then we perform the quantitative goodwill impairment test. If, after performing the quantitative goodwill impairment test, we determine that goodwill is impaired, we record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the carrying amount of goodwill.

Goodwill of $1,602 million at both December 31, 2025 and 2024 primarily relates to the 2016 acquisitions of IEnova Pipelines and the Ventika wind power generation facilities at Sempra Infrastructure. At December 31, 2025, goodwill is included in Assets Held for Sale on the Sempra Consolidated Balance Sheet.

Other Intangible Assets

Other Intangible Assets included on Sempra’s Consolidated Balance Sheet is as follows:


OTHER INTANGIBLE ASSETS
(Dollars in millions)
	December 31, 2024
Sempra(1):
Renewable energy transmission and consumption permits	$	169
O&M agreement	66
ESJ PPA	190
Other	15
	440
Less accumulated amortization:
Renewable energy transmission and consumption permits	(68)
O&M agreement	(20)
ESJ PPA	(51)
Other	(9)
	(148)
	$	292

(1) At December 31, 2025, excludes total other intangible assets of $273, which is included in Assets Held for Sale on the Sempra Consolidated Balance Sheet and is comprised of $440 of gross other intangible assets, net of $167 of accumulated amortization.

Other intangible assets primarily include:

▪renewable energy transmission and consumption permits granted by the CNE at the Ventika wind power generation facilities, Don Diego Solar and Border Solar;

▪a favorable O&M agreement acquired in connection with the acquisition of Ductos y Energéticos del Norte, S. de R.L. de C.V.; and

▪the relative fair value of the PPA that was acquired in connection with the acquisition of ESJ.

Intangible assets subject to amortization are amortized over their estimated useful lives. Amortization expense for intangible assets was $19 million (including $10 million recorded against revenues) in 2025 and $26 million (including $13.5 million recorded against revenues) in both 2024 and 2023. In September 2025, we classified SI Partners as held for sale and ceased recording amortization.

2025 Form 10-K | F-41

Tab le of Cont ents

PROPERTY, PLANT AND EQUIPMENT

PP&E is recorded at cost and primarily represents the equipment, buildings, other facilities and information systems used by SDG&E and SoCalGas to provide natural gas and electric utility services, and by Other Sempra businesses in their operations, including construction work in progress, leasehold improvements and other equipment. Our PP&E costs include labor, materials and contract services and expenditures for replacement parts incurred during a major maintenance outage of a plant. In addition, the cost of utility plant at our rate-regulated businesses and PP&E under regulated projects that meet the regulatory accounting requirements of U.S. GAAP includes AFUDC. The cost of PP&E for our non-regulated projects includes capitalized interest. Maintenance costs are expensed as incurred. The cost of most retired depreciable utility plant assets less salvage value is charged to accumulated depreciation. We discuss assets collateralized as security for certain indebtedness in Note 7.


PROPERTY, PLANT AND EQUIPMENT BY MAJOR FUNCTIONAL CATEGORY
(Dollars in millions)
	December 31,				Depreciation rates for years ended December 31,
	2025		2024		2025		2024		2023
SDG&E(1):
Natural gas operations	$	4,742	$	4,531	2.63	%	2.62	%	2.60	%
Electric distribution	13,357		12,542		4.26		4.21		4.05
Electric transmission(2)	9,501		8,878		3.07		3.06		3.04
Electric generation	2,532		2,527		4.27		5.43		5.18
Other electric	2,915		2,722		6.72		6.95		7.05
Construction work in progress(2)	1,986		1,962		N/A		N/A		N/A
Total SDG&E	35,033		33,162
SoCalGas:
Natural gas operations	29,262		27,191		3.81		3.68		3.64
Other non-utility	37		32		0.97		0.98		1.03
Construction work in progress	1,779		1,861		N/A		N/A		N/A
Total SoCalGas	31,078		29,084

Other Sempra(3)(4):					Estimated useful life (in years)(5)				Weighted-average useful life (in years)(5)
Land and land rights	—		498		N/A				N/A
Machinery and equipment:
Pipelines and storage	481		4,355		19 to 49				44
Generating plants	—		1,820		N/A				N/A
LNG terminal	—		1,156		N/A				N/A
Refined products terminals	—		876		N/A				N/A
Other	96		348		1 to 9				2
Construction work in progress	160		8,781		N/A				N/A
Other	52		317		4 to 25				10
	789		18,151
Total Sempra	$	66,900	$	80,397

(1) Includes $214 decrease in 2025 from regulatory disallowances associated with SDG&E’s 2024 GRC Track 2 FD, which we discuss in Note 4.

(2) At December 31, 2025, includes $553 in electric transmission assets and $3 in construction work in progress related to SDG&E’s 86% interest in the Southwest Powerlink transmission line, jointly owned by SDG&E with other utilities. SDG&E, and each of the other owners, holds its undivided interest as a tenant in common in the property. Each owner is responsible for its share of the project and participates in decisions concerning operations and capital expenditures. SDG&E’s share of operating expenses is included in SDG&E’s and Sempra’s Consolidated Statements of Operations.

(3) At December 31, 2025, excludes total PP&E of $23,579, which is included in Assets Held for Sale on the Sempra Consolidated Balance Sheet and is comprised of $500 in land and land rights; machinery and equipment of $3,646 in pipelines and storage, $1,809 in generating plants, $1,160 in LNG terminal, $872 in refined products terminals, and $255 in other; $15,077 in construction work in progress; and $260 in other.

(4) At December 31, 2025, $362 of utility plant, primarily pipelines and other distribution assets at Ecogas, is included in Assets Held for Sale on the Sempra Consolidated Balance Sheet.

(5) Estimated useful life relates to PP&E that is held and used as of December 31, 2025. PP&E included in the disposal group that is classified as held for sale in 2025 is no longer depreciated.

2025 Form 10-K | F-42

Tab le of Cont ents

Sempra Infrastructure’s Sonora natural gas pipeline consists of two pipeline segments, the Sasabe-Puerto Libertad-Guaymas segment and the Guaymas-El Oro segment. Each segment has its own service agreement with the CFE. Following the start of commercial operations of the Guaymas-El Oro segment, Sempra Infrastructure reported damage to the pipeline in the Yaqui territory that has made that section inoperable since August 2017 because it was not able to be repaired due to legal challenges, which were resolved in March 2023, by some members of the Yaqui tribe. In December 2025, Sempra Infrastructure and the CFE further amended their transportation services agreement to re-route the portion of the pipeline that is in the Yaqui territory, whereby the CFE has agreed to reimburse Sempra Infrastructure for the re-routing costs with a new tariff and requires the pipeline to be back in service no later than July 2029. This amendment will terminate if certain conditions are not met, and Sempra Infrastructure retains the right to terminate the transportation services agreement and seek to recover its reasonable and documented costs and lost profit. Additionally, in December 2025, Sempra Infrastructure and the CFE entered into a non-binding agreement for potential equity participation in the Guaymas-El Oro segment of the Sonora pipeline.

The Guaymas-El Oro segment of the Sonora pipeline will continue to be owned by and a Sole Risk Project of Sempra after closing the planned sale of a portion of our equity interest in SI Partners, which we discuss in Note 6. At December 31, 2025, Sempra Infrastructure had $389 million in PP&E, net, related to the Guaymas-El Oro segment of the Sonora pipeline, which could be subject to impairment if, among other things, Sempra Infrastructure is unable to re-route a portion of the pipeline and resume operations or if Sempra Infrastructure terminates the contract and is unable to obtain recovery.

Depreciation expense is computed using the straight-line method over the asset’s estimated composite useful life, the CPUC-prescribed period for SDG&E and SoCalGas, or the remaining term of the site leases, whichever is shortest. In September 2025, we classified SI Partners as held for sale and ceased recording depreciation.


DEPRECIATION EXPENSE
(Dollars in millions)
	Years ended December 31,
	2025		2024		2023
Sempra	$	2,537	$	2,409	$	2,202
SDG&E	1,309		1,216		1,092
SoCalGas	1,007		903		833


ACCUMULATED DEPRECIATION AND AMORTIZATION
(Dollars in millions)
	December 31,
	2025		2024
SDG&E(1):
Accumulated depreciation:
Natural gas operations	$	1,191	$	1,121
Electric transmission, distribution and generation(2)	7,538		6,930
Total SDG&E	8,729		8,051
SoCalGas:
Accumulated depreciation:
Natural gas operations	8,933		8,315
Other non-utility	15		15
Total SoCalGas	8,948		8,330
Other Sempra:
Accumulated depreciation – other(3)(4)	212		2,579
Total Sempra	$	17,889	$	18,960

(1) Includes $71 decrease in 2025 from regulatory disallowances associated with SDG&E’s 2024 GRC Track 2 FD, which we discuss in Note 4.

(2) At December 31, 2025, includes $347 related to SDG&E’s 86% interest in the Southwest Powerlink transmission line, jointly owned by SDG&E and other utilities.

(3) At December 31, 2025, $2,497 of accumulated depreciation is included in Assets Held for Sale on the Sempra Consolidated Balance Sheet.

(4) At December 31, 2025, $88 of accumulated depreciation for utility plant at Ecogas is included in Assets Held for Sale on the Sempra Consolidated Balance Sheet.

SDG&E and SoCalGas finance construction projects with debt and equity funds. The CPUC and the FERC allow the recovery of the cost of these funds by the capitalization of AFUDC, calculated using rates authorized by the CPUC and the FERC, as a cost component of PP&E. SDG&E and SoCalGas earn a return on the capitalized AFUDC after the utility property is placed in service and recover the AFUDC from their customers over the expected useful lives of the assets.

2025 Form 10-K | F-43

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Pipeline projects under construction by Sempra Infrastructure that are both subject to certain regulation and meet U.S. GAAP regulatory accounting requirements record the impact of AFUDC.

We capitalize interest costs incurred to finance capital projects and interest at equity method investments that have not commenced planned principal operations.

The table below summarizes capitalized financing costs, comprised of capitalized interest and AFUDC related to debt.


CAPITALIZED FINANCING COSTS
(Dollars in millions)
	Years ended December 31,
	2025		2024		2023
Sempra	$	801	$	629	$	448
SDG&E	108		100		116
SoCalGas	98		101		77

ASSET RETIREMENT OBLIGATIONS

For tangible long-lived assets, we record AROs for the present value of liabilities of future costs expected to be incurred when assets are retired from service if the retirement process is legally required and if a reasonable estimate of fair value can be made. We also record a liability if a legal obligation to perform an asset retirement exists and can be reasonably estimated but performance is conditional upon a future event. We record the estimated retirement cost using the present value of the obligation at the time the asset is placed into service and recognize that cost over the life of the related asset by depreciating the asset retirement cost and accreting the obligation until the liability is settled. Our rate-regulated entities record regulatory assets or liabilities as a result of the timing difference between the recognition of costs in accordance with U.S. GAAP and costs recovered through the rate-making process.

We have recorded AROs related to various assets, including:

SDG&E and SoCalGas

▪fuel and storage tanks

▪natural gas transmission and distribution systems

▪hazardous waste storage facilities

▪asbestos-containing construction materials

SDG&E

▪nuclear power facilities

▪electric transmission and distribution systems

▪energy storage systems

▪power generation plants

SoCalGas

▪underground natural gas storage facilities and wells

Other Sempra

▪LNG terminal

▪natural gas transportation and distribution systems

▪LPG storage facilities

▪refined products terminals

▪power generating plants

2025 Form 10-K | F-44

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The changes in AROs are as follows:


CHANGES IN ASSET RETIREMENT OBLIGATIONS
(Dollars in millions)
	Sempra						SDG&E						SoCalGas
	2025		2024		2023		2025		2024		2023		2025		2024		2023
Balance at January 1(1)	$	3,925	$	3,831	$	3,712	$	900	$	894	$	887	$	2,930	$	2,847	$	2,743
Accretion expense(2)	164		156		148		40		37		37		119		114		106
Liabilities incurred	10		—		18		10		—		15		—		—		—
Payments	(58)		(65)		(62)		(47)		(57)		(59)		(11)		(8)		(3)
Revisions(2)	1		3		15		(50)		26		14		54		(23)		1
Reclassification to liabilities held for sale	(94)		—		—		—		—		—		—		—		—
Balance at December 31(1)	$	3,948	$	3,925	$	3,831	$	853	$	900	$	894	$	3,092	$	2,930	$	2,847

(1) Current portion of the ARO for Sempra is included in Other Current Liabilities on the Consolidated Balance Sheets.

(2) Sempra includes activities in 2025 within the disposal group that is classified as held for sale.

CONTINGENCIES

We accrue losses for the estimated impacts of various conditions, situations or circumstances involving uncertain outcomes. For loss contingencies, we accrue the loss if an event has occurred on or before the balance sheet date and if:

▪information available through the date we file our financial statements indicates it is probable that a loss has been incurred, given the likelihood of uncertain future events; and

▪the amount of the loss or a range of possible losses can be reasonably estimated.

We do not accrue contingencies that might result in gains. We assess contingencies for litigation claims, environmental remediation and other events.

COMPREHENSIVE INCOME

Comprehensive income includes all changes in the equity of a business enterprise (except those resulting from investments by owners and distributions to owners), including:

▪foreign currency translation adjustments

▪certain hedging activities

▪changes in unamortized net actuarial gain or loss and prior service cost related to pension and PBOP plans

2025 Form 10-K | F-45

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The Consolidated Statements of Comprehensive Income (Loss) show the changes in the components of OCI, including the amounts attributable to NCI. The following tables present the changes in AOCI by component and amounts reclassified out of AOCI to net income, after amounts attributable to NCI.


CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT(1)
(Dollars in millions)
	Foreign currency translation adjustments		Financial instruments		Pension and PBOP		Total AOCI
Sempra:
Balance at December 31, 2022	$	(59)	$	10	$	(86)	$	(135)
OCI before reclassifications	23		59		(35)		47
Amounts reclassified from AOCI(2)	—		(66)		4		(62)
Net OCI(2)	23		(7)		(31)		(15)
Balance at December 31, 2023	(36)		3		(117)		(150)
OCI before reclassifications	(30)		34		(1)		3
Amounts reclassified from AOCI	—		(22)		3		(19)
Net OCI	(30)		12		2		(16)
Balance at December 31, 2024	(66)		15		(115)		(166)
OCI before reclassifications(3)	21		(68)		(10)		(57)
Amounts reclassified from AOCI(3)	—		(1)		27		26
Net OCI	21		(69)		17		(31)
Balance at December 31, 2025	$	(45)	$	(54)	$	(98)	$	(197)
SDG&E:
Balance at December 31, 2022					$	(7)	$	(7)
OCI before reclassifications					(2)		(2)
Amounts reclassified from AOCI					1		1
Net OCI					(1)		(1)
Balance at December 31, 2023					(8)		(8)
OCI before reclassifications					(3)		(3)
Amounts reclassified from AOCI					(1)		(1)
Net OCI					(4)		(4)
Balance at December 31, 2024					(12)		(12)
OCI before reclassifications					(1)		(1)
Amounts reclassified from AOCI(3)					7		7
Net OCI					6		6
Balance at December 31, 2025					$	(6)	$	(6)
SoCalGas:
Balance at December 31, 2022			$	(12)	$	(12)	$	(24)
OCI before reclassifications			—		(1)		(1)
Amounts reclassified from AOCI			1		1		2
Net OCI			1		—		1
Balance at December 31, 2023			(11)		(12)		(23)
OCI before reclassifications			—		(5)		(5)
Amounts reclassified from AOCI			1		—		1
Net OCI			1		(5)		(4)
Balance at December 31, 2024			(10)		(17)		(27)
OCI before reclassifications			—		(2)		(2)
Amounts reclassified from AOCI			1		11		12
Net OCI			1		9		10
Balance at December 31, 2025			$	(9)	$	(8)	$	(17)

(1) All amounts are net of income tax, if subject to tax, and after NCI.

(2) Total AOCI includes $(46) of financial instruments associated with sale of NCI to KKR Denali in 2023, which we discuss in Note 13 in “Noncontrolling Interests – SI Partners Subsidiaries.” This transaction did not impact the Consolidated Statement of Comprehensive Income (Loss).

(3) Pension and PBOP and Total AOCI include a $6 transfer of liabilities from SDG&E to Sempra related to the nonqualified pension plan.

2025 Form 10-K | F-46

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RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
Details about AOCI components	Amounts reclassified from AOCI						Affected line item on Consolidated Statements of Operations
	Years ended December 31,
	2025		2024		2023
Sempra:


Financial instruments:
Interest rate instruments	$	(7)	$	(11)	$	1	Interest expense
Interest rate instruments	(10)		(23)		(48)		Equity earnings(1)
Foreign exchange instruments	3		(5)		1		Revenues: Energy-related businesses
	2		(2)		2		Other income, net
Foreign exchange instruments	5		(6)		2		Equity earnings(1)
Interest rate and foreign exchange instruments	—		—		(1)		Interest expense
	—		—		(6)		Other income, net
Total, before income tax	(7)		(47)		(49)
	3		11		6		Income tax expense
Total, net of income tax	(4)		(36)		(43)
	3		14		23		Earnings attributable to noncontrolling interests
Total, net of income tax and after NCI	$	(1)	$	(22)	$	(20)

Pension and PBOP(2):
Amortization of actuarial loss	$	6	$	6	$	3	Other income, net
Amortization of prior service cost	2		3		2		Other income, net
Settlement charges	16		9		—		Other income, net
Total, before income tax	24		18		5
	(3)		(15)		(1)		Income tax expense
Total, net of income tax	$	21	$	3	$	4

Total reclassifications for the period, net of income tax and after NCI	$	20	$	(19)	$	(16)
SDG&E:
Pension and PBOP(2):
Amortization of actuarial loss	$	1	$	1	$	—	Other income, net
Amortization of prior service cost	—		—		1		Other income, net
Total, before income tax	1		1		1
	—		(2)		—		Income tax benefit (expense)
Total reclassifications for the period, net of income tax	$	1	$	(1)	$	1
SoCalGas:
Financial instruments:
Interest rate instruments	$	1	$	1	$	1	Interest expense

Pension and PBOP(2):
Amortization of actuarial loss	$	1	$	1	$	1	Other (expense) income, net
Amortization of prior service cost	1		1		1		Other (expense) income, net
Settlement charges	10		—		—		Other income (expense), net
Total, before income tax	12		2		2
	(1)		(2)		(1)		Income tax benefit (expense)
Total, net of income tax	$	11	$	—	$	1

Total reclassifications for the period, net of income tax	$	12	$	1	$	2

(1) Equity earnings at Oncor Holdings and our foreign equity method investees are recognized after tax.

(2) Amounts are included in the computation of net periodic benefit cost (see “Pension and PBOP” in Note 9).

2025 Form 10-K | F-47

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REVENUES

See Note 3 for a description of significant accounting policies for revenues.

RENEWABLE ENERGY CERTIFICATES

RECs are energy rights established by governmental agencies for the environmental and social promotion of renewable electricity generation. A REC, and its associated attributes and benefits, can be sold separately from the underlying physical electricity associated with a renewable-based generation source in certain markets.

Retail sellers of electricity obtain RECs through renewable energy PPAs, internal generation or separate purchases in the market to comply with the RPS Program established by the governmental agencies. RECs provide documentation for the generation of a unit of renewable energy that is used to verify compliance with the RPS Program. The cost of RECs at SDG&E, which is recoverable in rates, is recorded in Cost of Electric Fuel and Purchased Power on the Statements of Operations.

OPERATION AND MAINTENANCE EXPENSES

Operation and Maintenance includes O&M and general and administrative costs, consisting primarily of personnel costs, purchased materials and services, insurance, rent, provisions for expected credit losses and litigation expense.

LEGAL FEES

Legal fees that are associated with a past event for which a liability has been recorded are accrued when it is probable that fees also will be incurred and amounts are estimable.

FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS

Our natural gas distribution utility in Mexico, Ecogas, uses its local currency as its functional currency. The assets and liabilities of its foreign operations are translated into U.S. dollars at current exchange rates at the end of the reporting period, and revenues and expenses are translated at average exchange rates for the year. The resulting noncash translation adjustments do not enter into the calculation of earnings or retained earnings but are reflected in OCI and AOCI.

Cash flows of this consolidated foreign subsidiary are translated into U.S. dollars using average exchange rates for the period. We report the effect of exchange rate changes on cash balances held in foreign currencies in Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash on Sempra’s Consolidated Statements of Cash Flows.

Foreign currency transaction gains (losses), net, are included in Other Income, Net, on Sempra’s Consolidated Statements of Operations.

2025 Form 10-K | F-48

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OTHER INCOME, NET

Other Income, Net, on the Consolidated Statements of Operations consists of the following:


OTHER INCOME (EXPENSE), NET
(Dollars in millions)
	Years ended December 31,
	2025		2024		2023
Sempra:
Allowance for equity funds used during construction	$	174	$	150	$	140
Investment gains, net(1)	52		36		28
(Losses) gains on interest rate and foreign exchange instruments, net	(2)		2		4
Foreign currency transaction gains (losses), net	13		(16)		2
Non-service components of net periodic benefit cost	(142)		(101)		(106)
Interest on regulatory balancing accounts, net	93		75		79
Sundry, net	(19)		(10)		(16)
Total	$	169	$	136	$	131
SDG&E:
Allowance for equity funds used during construction	$	79	$	73	$	86
Non-service components of net periodic benefit cost	(27)		4		(19)
Interest on regulatory balancing accounts, net	59		23		42
Sundry, net	(5)		(10)		(12)
Total	$	106	$	90	$	97
SoCalGas:
Allowance for equity funds used during construction	$	69	$	72	$	54
Non-service components of net periodic benefit cost	(99)		(86)		(80)
Interest on regulatory balancing accounts, net	34		52		37
Sundry, net	(10)		(13)		(15)
Total	$	(6)	$	25	$	(4)

(1) Represents net investment gains (losses) on dedicated assets in support of our executive retirement and deferred compensation plans. These amounts are offset by corresponding changes in compensation expense related to the plans, recorded in O&M on the Consolidated Statements of Operations.

INCOME TAXES

Income tax expense includes current and deferred income taxes. We record deferred income taxes for temporary differences between the book and the tax basis of assets and liabilities. ITCs from prior years are generally amortized to income by SDG&E and SoCalGas over the estimated service lives of the properties as required by the CPUC. However, in 2023, the scope of projects eligible for ITCs was expanded to include standalone energy storage projects, which are transferable under the IRA. The IRA also provided an election that permits ITCs related to standalone energy storage projects to be returned to utility customers over a period that is shorter than the life of the applicable asset.

Under the regulatory accounting treatment required for flow-through temporary differences, Sempra, SDG&E and SoCalGas recognize:

▪regulatory assets to offset deferred income tax liabilities if it is probable that the amounts will be recovered from customers

▪regulatory liabilities to offset deferred income tax assets if it is probable that the amounts will be returned to customers

When there are uncertainties related to potential income tax benefits, the position we take must have at least a more-likely-than-not chance of being sustained (based on the position’s technical merits) upon challenge by the respective authorities in order to qualify for recognition. The term “more-likely-than-not” means a likelihood of more than 50%. Otherwise, we may not recognize any of the potential tax benefit associated with the position. We recognize a benefit for a tax position that meets the more-likely-than-not criterion at the largest amount of tax benefit that is greater than 50% likely of being realized upon its effective resolution.

Unrecognized income tax benefits involve management’s judgment regarding the likelihood of the benefit being sustained. The final resolution of uncertain tax positions could result in adjustments to recorded amounts and may affect our ETR.

As a result of management’s decision to hold SI Partners for sale, our foreign subsidiaries are no longer indefinitely reinvested. We accrue income tax for basis differences between financial statement and income tax investment amounts in foreign subsidiaries.

2025 Form 10-K | F-49

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We recognize interest and penalties related to income taxes in income tax expense.

We provide additional information about income taxes in Note 8.

RESTRICTED NET ASSETS

Sempra

As we discuss below, SDG&E, SoCalGas and certain Other Sempra entities have restrictions on the amount of funds that can be transferred to Sempra by dividend, advance or loan as a result of conditions imposed by various regulators. Additionally, certain Other Sempra entities are subject to various financial and other covenants and other restrictions contained in debt and credit agreements (described in Note 7) and in other agreements that limit the amount of funds that can be transferred to Sempra. At December 31, 2025, Sempra was in compliance with all covenants related to its debt agreements.

At December 31, 2025, the amount of restricted net assets of consolidated entities of Sempra that may not be distributed to Sempra in the form of a loan or dividend is $22.3 billion. Additionally, the amount of restricted net assets of our unconsolidated entities is $19.1 billion. Although the restrictions cap the amount of funding that the various operating subsidiaries and equity method investees can provide to Sempra, we do not believe these restrictions will have a significant impact on our ability to access cash to pay dividends and fund operating needs.

As we discuss in Note 5, $3.4 billion of Sempra’s retained earnings represents undistributed earnings from equity method investments at December 31, 2025.

SDG&E and SoCalGas

The CPUC’s regulation of SDG&E’s and SoCalGas’ capital structures limits the amounts available for dividends and loans to Sempra. At December 31, 2025, Sempra could have received combined loans and dividends of approximately $868 million from SDG&E and approximately $350 million from SoCalGas.

The payment and amount of future dividends by SDG&E and SoCalGas are at the discretion of their respective boards of directors. The following restrictions limit the amount of retained earnings that may be paid as common stock dividends or loaned to Sempra from either utility:

▪The CPUC requires that SDG&E’s and SoCalGas’ common equity ratios be no lower than one percentage point below the CPUC-authorized percentage of each entity’s authorized capital structure. The authorized percentage at December 31, 2025 is 52% at both SDG&E and SoCalGas.

▪SDG&E and SoCalGas each have a revolving credit line that requires it to maintain a ratio of consolidated indebtedness to consolidated capitalization (as defined in the agreements) of no more than 65%, as we discuss in Note 7.

Based on these restrictions, at December 31, 2025, SDG&E’s restricted net assets were $10.2 billion, and SoCalGas’ restricted net assets were $8.5 billion, which could not be transferred to Sempra.

Other Sempra

Sempra owns a 100% interest in Oncor Holdings, which owns an 80.25% interest in Oncor. As we discuss in Note 5, we account for our investment in Oncor Holdings under the equity method. Significant restrictions at Oncor that limit the amount that may be paid as dividends to Sempra include:

▪In connection with ring-fencing measures, governance mechanisms and commitments, Oncor may not pay any dividends or make any other distributions (except for contractual tax payments) if a majority of its independent directors or a minority member director determines that it is in the best interests of Oncor to retain such amounts to meet expected future requirements.

▪Oncor must remain in compliance with its debt-to-equity ratio established by the PUCT for ratemaking purposes and may not pay dividends or other distributions (except for contractual tax payments) if that payment would cause it to exceed its PUCT authorized debt-to-equity ratio. Oncor’s authorized regulatory capital structure is 57.5% debt to 42.5% equity at December 31, 2025.

▪If the credit rating on Oncor’s senior secured debt by any of the Rating Agencies falls below BBB (or the equivalent), Oncor will suspend dividends and other distributions (except for contractual tax payments), unless otherwise allowed by the PUCT. At December 31, 2025, all of Oncor’s senior secured ratings were above BBB.

▪Oncor’s revolving credit lines and certain of its other debt agreements require it to maintain a consolidated senior debt-to-capitalization ratio of no more than 65% and observe certain affirmative covenants. At December 31, 2025, Oncor was in compliance with these covenants.

2025 Form 10-K | F-50

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Based on these restrictions, at December 31, 2025, Oncor’s restricted net assets were $18.4 billion, which could not be transferred to its owners.

Sempra owns a 50% interest in Sharyland Holdings, which owns a 100% interest in Sharyland Utilities. Significant restrictions related to this equity method investment include:

▪Sharyland Utilities may not pay dividends or make other distributions (except for contractual payments) without the consent of all JV partners.

▪Sharyland Utilities must remain in compliance with the capital structure established by the PUCT for ratemaking purposes and may not pay dividends or other distributions (except for contractual tax payments) if that payment would cause its debt to exceed 59% of its capital structure.

▪Sharyland Utilities has a revolving credit line and three senior notes that require it to maintain a consolidated debt-to-capitalization ratio of no more than 70% and observe certain customary reporting requirements and other affirmative covenants. At December 31, 2025, Sharyland Utilities was in compliance with these and all other covenants.

Based on these restrictions, at December 31, 2025, Sharyland Utilities’ restricted net assets were $142 million, which could not be transferred to its owners.

Significant restrictions at Sempra Infrastructure include:

▪Partnerships and JVs at SI Partners may not pay dividends or make other distributions (except for contractual payments) without the consent of the partners or members.

▪SI Partners has an equity method investment in Cameron LNG JV, which has debt agreements that require the establishment and funding of project accounts to which the proceeds of loans, project revenues and other amounts are deposited and applied in accordance with the debt agreements. The debt agreements require the JV to maintain reserve accounts in order to pay the project debt service, and also contain restrictions related to the payment of dividends and other distributions to the members of the JV.

Pursuant to the transfer restriction agreement under the debt agreements, Sempra must retain at least 10% of the indirect fully diluted economic and beneficial ownership interest in Cameron LNG JV. In addition, at all times, a Sempra controlled (but not necessarily wholly owned) subsidiary must directly own 50.2% of the membership interests of Cameron LNG JV. Sempra is pursuing the necessary consents to modify the agreement to waive this restriction.

To support Cameron LNG JV’s obligations under its debt agreements, Cameron LNG JV has granted security over all of its assets, subject to customary exceptions, and all equity interests in Cameron LNG JV were pledged to HSBC Bank USA, National Association, as security trustee for the benefit of all of Cameron LNG JV’s creditors. As a result, an enforcement action by the lenders taken in accordance with the finance documents could result in the exercise of such security interests by the lenders and the loss of ownership interests in Cameron LNG JV by Sempra and the other project owners.

Under these restrictions, net assets of Cameron LNG JV of approximately $425 million were restricted at December 31, 2025.

▪Mexico requires domestic corporations to maintain minimum legal reserves as a percentage of capital stock, resulting in restricted net assets of $221 million at SI Partners’ consolidated Mexican subsidiaries at December 31, 2025.

▪TAG Norte, a 50% owned and unconsolidated JV of SI Partners, has a long-term debt agreement that requires it to maintain a reserve account to pay the projects’ debt. Under these restrictions, net assets totaling $132 million were restricted at December 31, 2025.

▪Port Arthur LNG I has a seven-year term loan facility agreement and working capital credit facility agreement that require consent of a trustee for the withdrawal or transfer of cash. Under these restrictions, net assets totaling $35 million were restricted at December 31, 2025.

▪Port Arthur LNG II is required to maintain reserve accounts and has restrictions related to the payment of distributions to the members under the PA2 JVCo LLCA. Under these restrictions, net assets totaling $2.2 billion were restricted at December 31, 2025.

▪SI Partners and Port Arthur LNG I have restrictions under certain equity agreements that may entitle certain partners to future distributions or credit towards future contributions. Under these restrictions, net assets totaling $1.2 billion were restricted at December 31, 2025.

2025 Form 10-K | F-51

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NOTE 2. NEW ACCOUNTING STANDARDS

We describe below recent accounting pronouncements that have had or may have a significant effect on our results of operations, financial condition, cash flows or disclosures.

ASU 2023-09, “Improvements to Income Tax Disclosures”: ASU 2023-09 improves the transparency of income tax disclosures by requiring disaggregated information about each Registrant’s ETR reconciliation as well as information on income taxes paid. For each annual period, each Registrant will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5% of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). We adopted the standard on December 31, 2025 on a retrospective basis. See revised disclosures for all periods presented in Note 8.

ASU 2024-03, “Disaggregation of Income Statement Expenses”: ASU 2024-03 mandates detailed disclosures on the disaggregation of income statement expenses. Public business entities are required to disclose in the notes to financial statements the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization included in each relevant expense caption. The standard also requires disclosure of the amount, and a qualitative description of, other items remaining in relevant expense captions that are not separately disaggregated. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted, and entities may adopt the standard on either a prospective or retrospective basis. We intend to adopt the standard on January 1, 2027 on a prospective basis.

2025 Form 10-K | F-52

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NOTE 3. REVENUES

The following tables disaggregate our revenues from contracts with customers by major service line and market. We also provide a reconciliation to total revenues by segment for Sempra. The majority of our revenue is recognized over time.


DISAGGREGATED REVENUES
(Dollars in millions)
	Sempra
	Sempra California		Sempra Infrastructure		Consolidating adjustments and Parent and other		Sempra
	Year ended December 31, 2025
By major service line:
Utilities	$	11,454	$	78	$	(25)	$	11,507
Energy-related businesses	—		974		(63)		911
Revenues from contracts with customers	$	11,454	$	1,052	$	(88)	$	12,418
By market:
Gas	$	7,345	$	642	$	(22)	$	7,965
Electric	4,109		410		(66)		4,453
Revenues from contracts with customers	$	11,454	$	1,052	$	(88)	$	12,418

Revenues from contracts with customers	$	11,454	$	1,052	$	(88)	$	12,418
Utilities regulatory revenues	364		—		—		364
Other revenues	—		913		7		920
Total revenues	$	11,818	$	1,965	$	(81)	$	13,702

	Year ended December 31, 2024
By major service line:
Utilities	$	11,008	$	78	$	(23)	$	11,063
Energy-related businesses	—		818		(63)		755
Revenues from contracts with customers	$	11,008	$	896	$	(86)	$	11,818
By market:
Gas	$	6,858	$	471	$	(21)	$	7,308
Electric	4,150		425		(65)		4,510
Revenues from contracts with customers	$	11,008	$	896	$	(86)	$	11,818

Revenues from contracts with customers	$	11,008	$	896	$	(86)	$	11,818
Utilities regulatory revenues	374		—		—		374
Other revenues	—		986		7		993
Total revenues	$	11,382	$	1,882	$	(79)	$	13,185

	Year ended December 31, 2023
By major service line:
Utilities	$	13,686	$	87	$	(19)	$	13,754
Energy-related businesses	—		1,164		(70)		1,094
Revenues from contracts with customers	$	13,686	$	1,251	$	(89)	$	14,848
By market:
Gas	$	8,949	$	755	$	(17)	$	9,687
Electric	4,737		496		(72)		5,161
Revenues from contracts with customers	$	13,686	$	1,251	$	(89)	$	14,848

Revenues from contracts with customers	$	13,686	$	1,251	$	(89)	$	14,848
Utilities regulatory revenues	75		—		—		75
Other revenues	—		1,820		(23)		1,797
Total revenues	$	13,761	$	3,071	$	(112)	$	16,720

2025 Form 10-K | F-53

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DISAGGREGATED REVENUES
(Dollars in millions)
	SDG&E						SoCalGas
	Years ended December 31,
	2025		2024		2023		2025		2024		2023
By major service line:
Revenues from contracts with customers – Utilities	$	5,165	$	5,042	$	5,954	$	6,459	$	6,134	$	7,857
By market:
Gas	$	1,043	$	878	$	1,204	$	6,459	$	6,134	$	7,857
Electric	4,122		4,164		4,750		—		—		—
Revenues from contracts with customers	$	5,165	$	5,042	$	5,954	$	6,459	$	6,134	$	7,857

Revenues from contracts with customers	$	5,165	$	5,042	$	5,954	$	6,459	$	6,134	$	7,857
Utilities regulatory revenues	532		299		(357)		(168)		75		432
Total revenues	$	5,697	$	5,341	$	5,597	$	6,291	$	6,209	$	8,289

REVENUES FROM CONTRACTS WITH CUSTOMERS

Revenues from contracts with customers are primarily related to the transmission, distribution and storage of natural gas and the generation, transmission and distribution of electricity through our regulated utilities. We also provide other midstream and renewable energy-related services. We assess our revenues on a contract-by-contract basis as well as a portfolio basis to determine the nature, amount, timing and uncertainty, if any, of revenues being recognized.

We generally recognize revenues when performance of the promised commodity or service is provided to customers and invoices are issued for an amount that reflects the consideration we are entitled to in exchange for those services. We consider the delivery and transmission of natural gas and electricity and providing of natural gas storage services as ongoing and integrated services. Generally, natural gas or electricity services are received and consumed by the customer simultaneously. Performance obligations related to these services are satisfied over time and represent a series of distinct services that are substantially the same and that have the same pattern of transfer to the customers. We recognize revenue based on units delivered, as the satisfaction of respective performance obligations can be directly measured by the amount of natural gas or electricity delivered to the customer. In most cases, the right to consideration from the customer directly corresponds to the value transferred to the customer and we recognize revenue in the amount that we have the right to invoice.

The payment terms in customer contracts vary. Typically, we have an unconditional right to customer payments, which are due after the performance obligation to the customer is satisfied. The term between invoicing and when payment is due is typically between 10 and 90 days.

We exclude sales and usage-based taxes from revenues. In addition, SDG&E and SoCalGas pay franchise fees to operate in various municipalities. SDG&E and SoCalGas bill these franchise fees to their customers based on a CPUC-authorized rate. These franchise fees, which are required to be paid regardless of SDG&E’s and SoCalGas’ ability to collect from customers, are accounted for on a gross basis and reflected in utilities revenues from contracts with customers and operating expense.

Utilities Revenues

Utilities revenues represent the majority of our consolidated revenues from contracts with customers and include:

▪The transmission, distribution and storage of natural gas at:

◦SDG&E

◦SoCalGas

◦Sempra’s Ecogas

▪The generation, transmission and distribution of electricity at SDG&E.

Utilities revenues are derived from and recognized upon the delivery of natural gas or electricity services to customers. Amounts that we bill customers are based on tariffs set by regulators within the respective state or country. For SDG&E and SoCalGas, amounts that we bill to customers also include adjustments for previously recognized regulatory revenues.

2025 Form 10-K | F-54

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SDG&E, SoCalGas and Ecogas recognize revenues based on regulator-approved revenue requirements, which allow the utilities to recover their reasonable operating costs and provides the opportunity to realize their authorized rates of return on their investments. While SDG&E’s and SoCalGas’ revenues are not affected by actual sales volumes, the pattern of their revenue recognition during the year is affected by seasonality. SDG&E and SoCalGas recognize annual authorized revenue from customers using seasonal factors established in applicable proceedings. This generally results in a significant portion of operating revenues being recognized in the third quarter of each year for SDG&E and in the first and fourth quarters of each year for SoCalGas.

SDG&E has an arrangement to provide the California ISO with the ability to control its high-voltage transmission lines for prices approved by the FERC. Revenue is recognized over time as access is provided to the California ISO.

Factors that can affect the amount, timing and uncertainty of revenues and cash flows include weather, seasonality and timing of customer billings and collections, which may result in unbilled revenues that can vary significantly from month to month and generally approximate one-half month’s deliveries.

SDG&E and SoCalGas recognize revenues from the sale of allocated California GHG allowances at quarterly auctions administered by CARB. GHG allowances are delivered to CARB in advance of the quarterly auctions, and SDG&E and SoCalGas have the right to payment when the GHG allowances are sold at auction. GHG revenue is recognized on a point in time basis within the quarter the auction is held. SDG&E and SoCalGas balance costs and revenues associated with the GHG program through regulatory balancing accounts.

Energy-Related Businesses Revenues

Revenues at Sempra Infrastructure typically represent revenues from long-term, U.S. dollar-based contracts with customers for the sale of natural gas and LNG, as well as storage and transportation of natural gas. Invoiced amounts are based on the volume of natural gas delivered and contracted prices.

We generate pipeline transportation revenues from firm agreements, under which customers pay a fee for reserving transportation capacity. Revenue is recognized when the volumes are delivered to the customers’ agreed upon delivery point. We recognize revenues for our stand-ready obligation to provide capacity and transportation services throughout the contractual delivery period, as the benefits are received and consumed simultaneously as customers utilize pipeline capacity for the transport and receipt of natural gas and LPG. Invoiced amounts are based on a variable usage fee and a fixed capacity charge, which may be adjusted for the Consumer Price Index, the effects of any foreign currency impacts and the actual quantity of commodity transported.

Sempra Infrastructure develops, invests in and operates solar and wind facilities that have long-term PPAs to sell the electricity and the related green energy attributes they generate to customers, generally load serving entities, industrial and other customers. Load serving entities will sell electric service to their end-users and wholesale customers immediately upon receipt of our power delivery, and industrial and other customers immediately consume the electricity to run their facilities, and thus, we recognize the revenue under the PPAs as the electricity is generated and delivered. We invoice customers based on the volume of energy delivered at rates pursuant to the PPAs.

TdM is a natural gas-fired power plant that generates revenues from selling electricity and/or resource adequacy to the California ISO and to governmental, public utility and wholesale power marketing entities as the power is delivered at the interconnection point.

We recognize storage revenue from firm capacity reservation agreements, under which we collect a fee for reserving storage capacity for customers in our storage facilities. Under these firm agreements, customers pay a monthly fixed reservation fee based on the storage capacity reserved rather than the actual volumes stored. For the fixed-fee component, revenue is recognized on a straight-line basis over the term of the contract. We bill customers for any capacity used in excess of the contracted capacity and such revenues are recognized in the month of occurrence. We also recognize revenue for interruptible storage services.

Sempra Infrastructure sells natural gas to the CFE and other customers under supply agreements. Sempra Infrastructure recognizes the revenue from the sale of natural gas upon transfer of the natural gas via pipelines to customers at the agreed upon delivery points, and in the case of the CFE, at its thermoelectric power plants.

2025 Form 10-K | F-55

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Remaining Performance Obligations

We do not disclose information about remaining performance obligations for (a) contracts with an original expected length of one year or less, (b) variable consideration recognized at the amount at which we have the right to invoice for services performed, or (c) variable consideration allocated to wholly unsatisfied performance obligations.

For contracts greater than one year, we expect to recognize revenue related to the fixed fee component of the consideration. Sempra’s remaining performance obligations primarily relate to capacity agreements for transmission line projects at SDG&E and natural gas storage and transportation at Sempra Infrastructure. SoCalGas did not have any remaining performance obligations for contracts greater than one year at December 31, 2025.

At December 31, 2025, SDG&E’s remaining performance obligations for contracts greater than one year totaled $68 million, comprising $4 million in each of 2026 through 2030 and $48 million thereafter. At December 31, 2025, remaining performance obligations for contracts greater than one year within the disposal group that is classified as held for sale totaled $3,138 million, comprising $306 million in 2026, $287 million in 2027, $241 million in 2028, $213 million in 2029, $213 million in 2030, and $1,878 million thereafter.

Contract Liabilities from Revenues from Contracts with Customers

From time to time, we receive payments in advance of satisfying the performance obligations associated with customer contracts. We defer such revenues as contract liabilities and recognize them in earnings as the performance obligations are satisfied.

Activities within Sempra’s and SDG&E’s contract liabilities are presented below. There were no contract liabilities at SoCalGas in 2025, 2024 or 2023.


CONTRACT LIABILITIES
(Dollars in millions)
	2025		2024		2023
Sempra:
Contract liabilities at January 1	$	(196)	$	(198)	(252)
Revenue from performance obligations satisfied during reporting period(1)	105		11		14
Payments received in advance(1)	(1)		(7)		(21)
Contract modification	—		(2)		61
Reclassification to liabilities held for sale	24		—		—
Contract liabilities at December 31(2)	$	(68)	$	(196)	$	(198)
SDG&E:
Contract liabilities at January 1	$	(72)	$	(75)	$	(79)
Revenue from performance obligations satisfied during reporting period	4		3		4
Contract liabilities at December 31(3)	$	(68)	$	(72)	$	(75)

(1) Includes activities in 2025 within the disposal group that is classified as held for sale.

(2) Balances at December 31, 2025 and 2024 include $4 and $105, respectively, in Other Current Liabilities and $64 and $91, respectively, in Deferred Credits and Other.

(3) Balances at December 31, 2025 and 2024 include $4 and $4, respectively, in Other Current Liabilities and $64 and $68, respectively, in Deferred Credits and Other.

Sempra Infrastructure previously recorded a contract liability for funds held as collateral in lieu of a customer’s letters of credit primarily associated with its LNG storage and regasification agreement. In December 2024, Sempra Infrastructure and the customer agreed to modify their LNG storage and regasification agreement by reducing the remaining term of the agreement from approximately three years to one year, expiring in December 2025. The net effect to our contract liabilities is reflected in “contract modification” in the table above. As a result of the modification, Sempra Infrastructure recognized revenue of $101 million in 2025 and $6 million in 2024 from the customer payments received in advance.

2025 Form 10-K | F-56

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Receivables from Revenues from Contracts with Customers

The table below shows receivable balances, net of allowances for credit losses, associated with revenues from contracts with customers on the Consolidated Balance Sheets.


RECEIVABLES FROM REVENUES FROM CONTRACTS WITH CUSTOMERS
(Dollars in millions)
	December 31,
	2025		2024
Sempra:
Accounts receivable – trade, net(1)	$	1,767	$	1,787
Accounts receivable – other, net	22		12
Due from unconsolidated affiliates – current(2)	—		4
Assets held for sale	77		—
Other long-term assets(3)	21		18
Total	$	1,887	$	1,821
SDG&E:
Accounts receivable – trade, net(1)	$	809	$	774
Accounts receivable – other, net	18		11
Due from unconsolidated affiliates – current(2)	11		6
Other long-term assets(3)	3		4
Total	$	841	$	795
SoCalGas:
Accounts receivable – trade, net	$	958	$	932
Accounts receivable – other, net	4		1
Other long-term assets(3)	18		14
Total	$	980	$	947

(1) At December 31, 2025 and 2024, includes $152 and $144, respectively, of receivables due from customers that were billed on behalf of CCAs, which are not included in revenues.

(2) Amount is presented net of amounts due to unconsolidated affiliates on the Consolidated Balance Sheets, when right of offset exists.

(3) In January 2024, the CPUC directed SDG&E and SoCalGas to offer long-term repayment plans to eligible residential customers with past-due balances.

REVENUES FROM SOURCES OTHER THAN CONTRACTS WITH CUSTOMERS

Certain of our revenues are derived from sources other than contracts with customers and are accounted for under other accounting standards outside the scope of ASC 606.

Utilities Regulatory Revenues

Alternative Revenue Programs

We recognize revenues from alternative revenue programs when the regulator-specified conditions for recognition have been met and adjust these revenues as they are recovered or refunded through future utility service.

Decoupled Revenues. As we discuss above, the regulatory framework requires SDG&E and SoCalGas to recover authorized revenue based on estimated annual demand forecasts approved in regular proceedings before the CPUC. However, actual demand for natural gas and electricity will typically vary from CPUC-approved forecasted demand due to the impacts from weather volatility, energy efficiency programs, rooftop solar and other factors affecting consumption. The CPUC regulatory framework provides for SDG&E and SoCalGas to use a “decoupling” mechanism, which allows SDG&E and SoCalGas to record revenue shortfalls or excess revenues resulting from any difference between actual and forecasted demand to be recovered or refunded in authorized revenue in a subsequent period based on the nature of the account.

Incentive Mechanisms. SoCalGas is subject to the GCIM and is eligible for financial awards or subject to financial penalties depending on its performance in relation to specific benchmarks.

Incentive awards are included in revenues when we receive required CPUC approval of the award, the timing of which may not be consistent from year to year. We would record penalties for results below the specified benchmarks against revenues when we believe it is probable that the CPUC would assess a penalty.

2025 Form 10-K | F-57

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Other Cost-Based Regulatory Recovery

The CPUC, and the FERC as applicable to SDG&E, authorize SDG&E and SoCalGas to collect, or in the case of CPUC programmatic activities, to apply for, additional revenue requirements beyond base rates from customers for certain operating and capital-related costs (depreciation, taxes and return on rate base), including for:

▪costs to purchase natural gas and electricity

▪costs associated with administering public purpose, demand response, environmental compliance, and customer energy efficiency programs

▪programmatic activities, such as gas distribution, gas transmission, gas storage integrity management and wildfire mitigation

▪costs associated with third-party liability insurance premiums

Authorized costs are recovered as the commodity or service is delivered. To the extent authorized amounts collected vary from actual costs, the differences are generally recovered or refunded in a subsequent period based on the nature of the balancing account mechanism. In general, the revenue recognition criteria for balanced costs billed to customers are met when the costs are incurred. Because these costs are substantially recovered in rates through a balancing account mechanism, changes in these costs are reflected as changes in revenues. The CPUC and the FERC may require regulatory review procedures before authorizing recovery or refund of amounts accumulated for authorized programs, including reviews of costs for reasonableness, and may impose limitations on a program’s total cost or revenue requirement. These procedures and requirements could result in delays or disallowances of recovery from customers.

We discuss balancing accounts and their effects further in Note 4.

Other Revenues

Sempra Infrastructure generates lease revenues from certain of its natural gas and ethane pipelines, compressor stations, LPG storage facilities, a rail facility and refined products terminals. We discuss the recognition of lease income in Note 16.

Sempra Infrastructure has an agreement with Tangguh PSC to supply LNG to the ECA Regas Facility. Under the terms of the agreement, Tangguh PSC must either deliver the contracted number of cargoes or pay a diversion fee for non-delivery of LNG cargoes.

Sempra Infrastructure also recognizes other revenues associated with derivatives related to the sales of natural gas and electricity under short-term and long-term contracts and into the spot market and other competitive markets. Revenues include the net realized gains and losses on physical and derivative settlements and net unrealized gains and losses from the change in fair values of these derivatives.

2025 Form 10-K | F-58

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NOTE 4. REGULATORY MATTERS

REGULATORY ASSETS AND LIABILITIES

We show the details of regulatory assets and liabilities in the following table and discuss them below. With the exception of regulatory balancing accounts, we generally do not earn a return on our regulatory assets until a related cash expenditure has been made. Upon the occurrence of a cash expenditure associated with a regulatory asset, the related amounts are recoverable through a regulatory account mechanism for which we earn a return authorized by applicable regulators, which generally approximates the three-month commercial paper rate. The periods during which we recognize a regulatory asset while we do not earn a return vary by regulatory asset.


REGULATORY ASSETS (LIABILITIES) AT DECEMBER 31
(Dollars in millions)
	Sempra				SDG&E				SoCalGas
	2025		2024		2025		2024		2025		2024
Fixed-price contracts and other derivatives	$	50	$	53	$	7	$	11	$	43	$	42
Deferred income taxes recoverable in rates(1)	2,314		1,689		1,098		802		1,189		817
Pension and PBOP plan obligations	(610)		(458)		(1)		(2)		(609)		(456)
Employee benefit costs	18		19		3		3		15		16
Removal obligations	(3,540)		(3,295)		(2,913)		(2,676)		(627)		(619)
Environmental costs	152		149		113		115		39		34
Sunrise Powerlink fire mitigation	125		124		125		124		—		—
Regulatory balancing accounts(2)(3):
Commodity – electric	186		(313)		186		(313)		—		—
Commodity – gas, including transportation	173		(47)		17		86		156		(133)
Safety and reliability	894		820		286		227		608		593
Public purpose programs	(347)		(439)		(175)		(219)		(172)		(220)
2024 GRC retroactive impacts	299		631		124		277		175		354
Wildfire mitigation plan(4)	530		808		530		808		—		—
Liability insurance premium	(62)		(24)		(53)		(15)		(9)		(9)
Other balancing accounts	90		158		4		(51)		86		209
Other regulatory assets, net(3)	104		164		72		87		32		79
Total	$	376	$	39	$	(577)	$	(736)	$	926	$	707

(1) At December 31, 2025, $54 is included in Assets Held for Sale on the Sempra Consolidated Balance Sheet.

(2) At December 31, 2025 and 2024, the noncurrent portion of regulatory balancing accounts – net undercollected for Sempra was $1,060 and $1,731, respectively, for SDG&E was $502 and $873, respectively, and for SoCalGas was $558 and $858, respectively.

(3) Includes regulatory assets earning a return authorized by applicable regulators, which generally approximates the three-month commercial paper rate.

(4) Includes a $508 decrease in 2025 from regulatory disallowances associated with SDG&E’s 2024 GRC Track 2 FD.

Regulatory Assets Not Earning a Return

▪Regulatory assets arising from fixed-price contracts and other derivatives are offset by corresponding liabilities arising from purchased power and natural gas commodity and transportation contracts. Regulatory assets increase/decrease based on changes in the fair market value of the contracts. They are also reduced as payments are made for commodities and services under these contracts. The related amounts are recovered in rates once these contracts are settled, generally within four years.

▪Deferred income taxes recoverable/refundable in rates are based on current regulatory ratemaking and income tax laws. SDG&E, SoCalGas and Sempra Infrastructure expect to recover/refund net regulatory assets/liabilities related to deferred income taxes over the lives of the assets, ranging from 5 to 69 years, that give rise to the related accumulated deferred income tax balances. Regulatory assets and liabilities include excess deferred income taxes resulting from statutory income tax rate changes and certain income tax benefits and expenses associated with flow-through items, which we discuss in Note 8.

▪Regulatory assets/liabilities related to pension and PBOP plan obligations are offset by corresponding liabilities/assets. The assets are recovered in rates as the plans are funded.

▪The regulatory asset related to employee benefit costs represents our liability associated with long-term disability insurance that will be recovered from customers in future rates as expenditures are made.

2025 Form 10-K | F-59

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▪Regulatory liabilities from removal obligations represent cumulative amounts collected in rates for future asset removal costs in excess of cumulative amounts incurred (or paid).

▪Regulatory assets related to environmental costs represent the portion of our environmental liability recognized at the end of the period in excess of the amount that has been recovered through rates charged to customers. We expect this amount to be recovered in future rates as expenditures are made.

▪The regulatory asset related to Sunrise Powerlink fire mitigation is offset by a corresponding liability for the funding of a trust to cover the mitigation costs. SDG&E expects to recover the regulatory asset in rates as the trust is funded over a remaining 44-year period.

Regulatory Assets Earning a Return

▪Over and undercollected regulatory balancing accounts and other regulatory assets, net, reflect the difference between customer billings and recorded or CPUC-authorized amounts. Depreciation, taxes and return on rate base may also be included in certain accounts. Amounts in the balancing accounts are recoverable (receivable) or refundable (payable) in future rates, subject to CPUC approval. The adopted revenue requirements in the 2024 GRC FD were placed into rates on February 1, 2025 and the incremental revenue requirements associated with the period from January 1, 2024 through January 31, 2025 are being recovered in rates over an 18-month period that began on February 1, 2025. SDG&E and SoCalGas periodically make requests to the CPUC to true up their revenue requirement for amounts accumulated in the regulatory balancing accounts and in other regulatory assets, net. The CPUC may require regulatory review procedures before authorizing recovery or refund of amounts accumulated for authorized programs, including reviews of costs for reasonableness, and may impose limitations on a program’s total cost or revenue requirement. These procedures and requirements could result in delays or disallowances of recovery from customers.

Amortization expense on certain regulatory assets for the years ended December 31, 2025, 2024 and 2023 was $16 million, $14 million and $12 million, respectively, at Sempra, $7 million, $7 million and $6 million, respectively, at SDG&E, and $9 million, $7 million and $6 million, respectively, at SoCalGas. In September 2025, we classified SI Partners as held for sale and ceased recording amortization.

Catastrophic Event Memorandum Account

In July 2025, the CPUC issued an FD that authorizes partial recovery of costs recorded in SoCalGas’ Catastrophic Event Memorandum Account. The FD authorizes the recovery of $19 million out of the requested $55 million, denying recovery of COVID-19 costs included in the Catastrophic Event Memorandum Account. In the year ended December 31, 2025, SoCalGas recorded a write-off of $36 million ($25 million after tax) in disallowed costs, comprising a $29 million reduction in Utilities: Natural Gas Revenues and a $7 million reduction in regulatory interest in Other (Expense) Income, Net, on Sempra’s and SoCalGas’ Consolidated Statements of Operations. The CPUC denied SoCalGas’ request for a rehearing of the FD.

CPUC GRC

A CPUC GRC proceeding is designed to set authorized base revenue requirements that are sufficient to allow SDG&E and SoCalGas to recover their reasonable operating costs and to provide the opportunity to realize their authorized rates of return on their capital investments. In December 2024, the CPUC approved an FD in the 2024 GRC for SDG&E and SoCalGas that authorizes SDG&E’s and SoCalGas’ revenue requirements for 2024 and attrition year adjustments for 2025 through 2027, inclusively.

The GRC FD adopts a 2024 revenue requirement of $2,699 million for SDG&E’s combined operations ($2,193 million for its electric operations and $506 million for its natural gas operations). SDG&E’s authorized 2024 combined revenue requirement represents an increase of $189 million (7.5%) over its authorized 2023 combined revenue requirement. In connection with SDG&E’s election to change its tax accounting method for gas repairs expenditures, the 2024 combined revenue requirement increase is net of $68 million of income tax benefits for 2023 and 2024 to be flowed through to customers. The GRC FD also specifies an increase in SDG&E’s 2025, 2026, and 2027 combined revenue requirements of $147 million (5.45%), $119 million (4.17%) and $122 million (4.11%), respectively, over the preceding year’s combined revenue requirement. The 2025, 2026 and 2027 revenue requirements will be updated to implement the applicable authorized changes in the cost of capital, which we describe below.

2025 Form 10-K | F-60

Tab le of Cont ents

The GRC FD adopts a 2024 revenue requirement of $3,806 million for SoCalGas. SoCalGas’ authorized 2024 revenue requirement represents an increase of $324 million (9.3%) over its authorized 2023 revenue requirement. In connection with SoCalGas’ election to change its tax accounting method for gas repairs expenditures, the 2024 revenue requirement increase is net of $202 million of income tax benefits for 2023 and 2024 to be flowed through to customers. The GRC FD also specifies an increase in SoCalGas’ 2025, 2026, and 2027 revenue requirements of $190 million (5.00%), $116 million (2.91%) and $120 million (2.92%), respectively, over the preceding year’s revenue requirement. The 2025 and 2026 revenue requirements were, and 2027 revenue requirements will be, updated to implement the applicable authorized changes in the cost of capital, which we describe below.

In December 2025, SDG&E and SoCalGas filed a petition for modification of the 2024 GRC, seeking to modify the post-test year mechanism for capital related costs. The petition for modification seeks increases of $55 million, $87 million and $79 million to the approved revenue requirements for SDG&E for 2025, 2026 and 2027, respectively, and increases of $86 million, $122 million and $109 million to the approved revenue requirements for SoCalGas for 2025, 2026 and 2027, respectively. There is no established timeline for the CPUC to act on this filing.

The GRC provides SDG&E and SoCalGas with numerous mechanisms to seek cost recovery of specified projects and programs. We expect that the requests for cost recovery of these projects and programs, which remain subject to CPUC approval, may result in additional amounts of authorized revenue requirement recoverable from customers that are not included in the amounts described above. We record regulatory revenues associated with the O&M and capital costs of these projects and programs as such costs are incurred.

2024 GRC Track 2

In October 2023, SDG&E submitted a separate request to the CPUC in its 2024 GRC, known as a Track 2 request. This request seeks review and recovery of $1,472 million of WMP costs incurred from 2019 through 2022 that were incremental to amounts authorized in the 2019 GRC and not otherwise addressed in the 2024 GRC FD. In January 2026, the CPUC issued an FD in SDG&E’s Track 2 request that approves recovery of $1,023 million of these requested costs, including $78 million of O&M costs and $945 million of capital costs. The Track 2 FD allows SDG&E to seek recovery in Track 3 of this proceeding of the drone inspection and repair program costs that were disallowed in the Track 2 FD.

The Track 2 request also addresses SDG&E’s requested revenue requirement for the period from 2019 through 2027 for ongoing capital-related costs for capital assets placed into service from 2019 through 2022. The FD authorizes a total Track 2 revenue requirement of $707 million for 2019 through 2027, which is $441 million lower than SDG&E’s requested revenue requirement of $1,148 million. In February 2024, the CPUC authorized an interim cost recovery mechanism that permitted SDG&E to collect in rates $194 million and $96 million of this revenue requirement in 2024 and 2025, respectively. The FD authorizes SDG&E to collect the remaining $417 million from 2026 through 2028.

2024 GRC Track 3

In April 2025, SDG&E and SoCalGas each submitted additional requests to the CPUC in the 2024 GRC, known as Track 3 requests. SDG&E submitted a request seeking review and recovery of $417 million of its WMP costs incurred in 2023 that were in addition to the amounts authorized in the 2019 GRC and not addressed in the 2024 GRC. SDG&E expects to provide supplemental testimony in its Track 3 request for drone inspection and repair program costs that were disallowed in its Track 2 request. SDG&E expects to receive a PD for its Track 3 request related to its WMP costs in the second half of 2026. Additionally, SDG&E and SoCalGas submitted a combined request seeking review and recovery of $240 million of PSEP costs incurred from 2014 through 2019 and $499 million of PSEP costs incurred from 2015 through 2020. SDG&E and SoCalGas expect to receive a PD for their Track 3 requests related to their PSEP costs in the first half of 2026.

Revenue requirements associated with the Track 3 requests have been recorded in regulatory accounts and disallowances resulting from Track 3 would be recorded as an expense on the Sempra, SDG&E and SoCalGas Consolidated Statements of Operations. SDG&E and SoCalGas are authorized interim rate recovery of up to 50% of the recorded PSEP regulatory account balance at the end of each year. Such interim rate recovery is subject to refund, contingent on the reasonableness review decision for their Track 3 requests.

Accounting Impact of Regulatory Disallowances

In connection with the Track 2 FD, in the fourth quarter of 2025, SDG&E recorded a charge of $651 million ($464 million after tax) in Regulatory Disallowances on the SDG&E and Sempra Consolidated Statements of Operations, of which $605 million ($432 million after tax) relates to 2019 through 2024, $41 million ($28 million after tax) relates to the first nine months of 2025, and $5 million ($4 million after tax) relates to the fourth quarter of 2025.

2025 Form 10-K | F-61

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CPUC COST OF CAPITAL

A CPUC cost of capital proceeding every three years determines a utility’s authorized capital structure and return on rate base. The CPUC applies the CCM in the interim years to consider changes in the cost of capital using changes in interest rates as reflected by the applicable utility bond index published by Moody’s (CCM benchmark rate) for each 12-month period ending September 30 (the measurement period). The index applicable to SDG&E and SoCalGas is based on each utility’s credit rating. The CCM benchmark rate is the basis of comparison to determine if the CCM is triggered in each measurement period, which occurs if the change in the applicable Moody’s utility bond index relative to the CCM benchmark rate is larger than plus or minus 1.00% for the measurement period. Alternatively, each of SDG&E and SoCalGas is permitted to file a cost of capital application to have its cost of capital determined in lieu of the CCM in an interim year in which an extraordinary or catastrophic event materially impacts its cost of capital and affects utilities differently than the market.

The CPUC-approved cost of capital, subject to the CCM, for SDG&E and SoCalGas that became effective on January 1, 2023 was to remain in effect through December 31, 2025. The CCM was triggered for SDG&E and SoCalGas for the measurement period ending September 30, 2023, and in December 2023, the CPUC approved updated authorized rates of return effective January 1, 2024.

In October 2023, the CPUC issued a ruling to initiate a second phase of the 2023-2025 cost of capital proceeding to evaluate potential modifications to the CCM. In October 2024, the CPUC issued an FD to modify the CCM. The FD updates the upward or downward adjustment to authorized ROE, if the CCM is triggered, from 50% to 20% of the change in the benchmark rate during the measurement period. The FD adopted this change effective January 1, 2025, reducing both SDG&E’s and SoCalGas’ ROE by 42 bps to 10.23% and 10.08%, respectively, and allowing SDG&E and SoCalGas to update their respective costs of preferred equity and debt for 2025.

The following table summarizes the CPUC-approved cost of capital for SDG&E and SoCalGas for 2023 through 2025. The authorized weighting remained unchanged for each of the years presented.


AUTHORIZED COST OF CAPITAL

	Authorized weighting			2023		2024		2025			2023(1)		2024		2025
			Return on rate base							Weighted return on rate base
SDG&E:
Long-Term Debt	45.25	%		4.05	%	4.34	%	4.34	%		1.83	%	1.96	%	1.96	%
Preferred Equity	2.75			6.22		6.22		6.22			0.17		0.17		0.17
Common Equity	52.00			9.95		10.65		10.23			5.17		5.54		5.32
	100.00	%									7.18	%	7.67	%	7.45	%
SoCalGas:
Long-Term Debt	45.60	%		4.07	%	4.54	%	4.63	%		1.86	%	2.07	%	2.11	%
Preferred Equity	2.40			6.00		6.00		6.00			0.14		0.14		0.14
Common Equity	52.00			9.80		10.50		10.08			5.10		5.46		5.24
	100.00	%									7.10	%	7.67	%	7.49	%

(1) Total weighted return on rate base for SDG&E does not sum due to rounding differences.

In December 2025, the CPUC approved the following cost of capital for SDG&E and SoCalGas that became effective on January 1, 2026 and will remain in effect through December 31, 2028, subject to the CCM.


AUTHORIZED COST OF CAPITAL FOR 2026 – 2028

SDG&E							SoCalGas
Authorized weighting		Return on rate base		Weighted return on rate base			Authorized weighting		Return on rate base		Weighted return on rate base
45.25	%	4.59	%	2.08	%	Long-Term Debt	45.60	%	5.02	%	2.29	%
2.75		6.22		0.17		Preferred Equity	2.40		6.00		0.14
52.00		9.93		5.16		Common Equity	52.00		9.78		5.09
100.00	%			7.41	%		100.00	%			7.52	%

2025 Form 10-K | F-62

Tab le of Cont ents

FERC RATE MATTERS

SDG&E files separately with the FERC for its authorized transmission revenue requirement and ROE on FERC-regulated electric transmission operations and assets.

TO5 Settlement

SDG&E’s authorized TO5 settlement provided for an ROE of 10.60%, consisting of a base ROE of 10.10% plus the California ISO adder. In December 2024, the FERC issued an order, which SDG&E has appealed, finding that SDG&E is not eligible for the California ISO adder and that the TO5 adder refund provision had been triggered, requiring SDG&E to refund customers the California ISO adder retroactively from June 1, 2019. As a result of the FERC order, SDG&E recorded a charge of $120 million ($89 million after tax) with $94 million in Electric Revenues and $26 million in Other Income, Net, on the SDG&E and Sempra Consolidated Statements of Operations in the year ended December 31, 2024.

TO6 Filing

In October 2024, SDG&E submitted its TO6 filing to the FERC and requested it to be effective January 1, 2025. SDG&E’s TO6 filing proposed, among other items, an increase to SDG&E’s currently authorized base ROE from 10.10% to 11.75% plus the California ISO adder, for a total ROE of 12.25%. In December 2024, the FERC accepted SDG&E’s TO6 filing, subject to refund; suspended the effective date to June 1, 2025; established hearing and settlement judge procedures; and disallowed the inclusion of the California ISO adder, the last of which SDG&E has appealed. In February 2026, the settlement judge in the TO6 proceeding reported to the FERC that the participants had reached an agreement in principle on all issues in the proceeding. The parties will draft an offer of settlement to be filed with the FERC for approval.

NOTE 5. SEMPRA – INVESTMENTS IN UNCONSOLIDATED ENTITIES

We generally account for investments under the equity method when we have significant influence over, but do not have control of, these entities. Equity earnings and losses, both before and net of income tax, are combined and presented as Equity Earnings on the Consolidated Statements of Operations. Distributions received from equity method investees are classified in the Consolidated Statements of Cash Flows as either a return on investment in operating activities or a return of investment in investing activities based on the “nature of the distribution” approach.

Our equity method investments include various domestic and foreign entities. Our domestic equity method investees are typically partnerships that are pass-through entities for income tax purposes and therefore they do not record income tax. Sempra’s income tax on earnings from these equity method investees, other than Oncor Holdings as we discuss below, is included in Income Tax Expense on the Consolidated Statements of Operations. Our foreign equity method investees are generally corporations whose operations are taxable on a standalone basis in the countries in which they operate, and we recognize our equity in such income or loss net of investee income tax. See Note 8 for information on how equity earnings and losses before income taxes are factored into the calculations of our pretax income or loss and ETR.

We provide the carrying values of our investments on the Sempra Consolidated Balance Sheets and earnings on these investments by segment on the Sempra Consolidated Statements of Operations in the following tables.

2025 Form 10-K | F-63

Tab le of Cont ents


EQUITY METHOD AND OTHER INVESTMENTS(1)
(Dollars in millions)
	Percent ownership				Investment balance
	December 31,
	2025		2024		2025		2024
Sempra Texas Utilities:
Oncor Holdings(2)	100	%	100	%	$	17,472	$	15,400

Sempra Texas Utilities:
Sharyland Holdings(3)	50	%	50	%	$	129	$	122
Sempra Infrastructure:
Cameron LNG JV(4),(5)	50.2		50.2		17		1,149
IMG(6)	40		40		—		723
TAG Norte(7)	50		50		—		539
Segment totals					146		2,533
Parent and other – Other					1		1
Total					$	147	$	2,534

(1) All amounts are before NCI, where applicable.

(2) The carrying value of our equity method investment is $2,769 and $2,884 higher than the underlying equity in the net assets of the investee at December 31, 2025 and 2024, respectively, due to $2,868 of equity method goodwill and $69 in basis differences in AOCI, offset by $44 and $53 at December 31, 2025 and 2024, respectively, due to a tax sharing liability to TTI under a tax sharing agreement and $124 of deferred income taxes at December 31, 2025.

(3) The carrying value of our equity method investment is $41 higher than the underlying equity in the net assets of the investee due to equity method goodwill.

(4) At December 31, 2025, $1,242 is included in Assets Held for Sale, the carrying value of which is $251 and $257 higher than the underlying equity in the net assets of the investee at December 31, 2025 and 2024, respectively, primarily due to guarantees, interest capitalized on the investment prior to the JV commencing its operations, and amortization of guarantee fees and capitalized interest thereafter.

(5) Includes $17 and $18 at December 31, 2025 and 2024, respectively, which represents Sempra’s investment balance related to the guarantee under the SDSRA, which we discuss in Note 16, that will remain with Sempra following completion of the planned sale of a portion of our equity interest in SI Partners.

(6) At December 31, 2025, $766 is included in Assets Held for Sale, the carrying value of which is $5 higher than the underlying equity in the net assets of the investee due to guarantees.

(7) At December 31, 2025, $558 is included in Assets Held for Sale, the carrying value of which is $130 higher than the underlying equity in the net assets of the investee due to equity method goodwill.


EARNINGS FROM EQUITY METHOD INVESTMENTS(1)
(Dollars in millions)
	Years ended December 31,
	2025		2024		2023
EARNINGS RECORDED BEFORE INCOME TAX(2):
Sempra Texas Utilities:
Sharyland Holdings	$	7	$	8	$	7
Sempra Infrastructure:
Cameron LNG JV(3)	613		576		586
Segment totals	620		584		593
Parent and other – RBS Sempra Commodities LLP	—		19		40
	620		603		633
EARNINGS RECORDED NET OF INCOME TAX:
Sempra Texas Utilities:
Oncor Holdings	862		780		694
Sempra Infrastructure:
IMG	43		136		40
TAG Norte	79		90		114
Segment totals	984		1,006		848
Total	$	1,604	$	1,609	$	1,481

(1) All amounts are before NCI, where applicable.

(2) We provide our ETR calculation in Note 8.

(3) Includes $9 of basis differences in equity earnings related to AOCI in 2023.

2025 Form 10-K | F-64

Tab le of Cont ents

We provide the expenditures for and distributions from our investments by segment in the following tables.


EXPENDITURES FOR INVESTMENTS
(Dollars in millions)
	Years ended December 31,
	2025		2024		2023
Sempra Texas Utilities:
Oncor Holdings	$	2,009	$	972	$	363
Sharyland Holdings	4		4		4
	2,013		976		367
Sempra Infrastructure:
Cameron LNG JV	2		12		15
Total	$	2,015	$	988	$	382


DISTRIBUTIONS FROM INVESTMENTS
(Dollars in millions)
	Years ended December 31,
	2025		2024		2023
Sempra Texas Utilities:
Oncor Holdings(1)	$	634	$	616	$	441
Sharyland Holdings	4		4		4
	638		620		445
Sempra Infrastructure:
Cameron LNG JV	482		453		456
IMG	—		33		11
TAG Norte	45		62		36
	527		548		503
Segment totals	1,165		1,168		948
Parent and other – RBS Sempra Commodities LLP	—		9		—
Total	$	1,165	$	1,177	$	948

(1) Includes a $13 noncash return on investment in 2024. When including payments received under a tax sharing agreement, cash and noncash distributions would total $666, $681 and $558 in 2025, 2024 and 2023, respectively.

On February 12, 2026, Sempra contributed $876 million to Oncor Holdings, and on February 11, 2026, Oncor Holdings distributed $229 million to Sempra.

At December 31, 2025 and 2024, our share of the undistributed earnings from equity method investments was $3.4 billion and $2.9 billion, respectively, including $710 million at December 31, 2025 in undistributed earnings from investments for which we have less than a 50% equity interest.

2025 Form 10-K | F-65

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SEMPRA TEXAS UTILITIES

Oncor Holdings

We account for our 100% equity ownership interest in Oncor Holdings, which owns an 80.25% interest in Oncor, as an equity method investment. Sempra does not control Oncor Holdings or Oncor, and the ring-fencing measures, governance mechanisms and commitments in effect limit our ability to direct the management, policies and operations of Oncor Holdings and Oncor, including the deployment or disposition of their assets, declarations of dividends or other distributions, strategic planning and other important corporate matters and actions. We also have limited representation on the Oncor Holdings and Oncor boards of directors.

Oncor is a domestic partnership for U.S. federal income tax purposes and is not included in the consolidated income tax return of Sempra. Rather, only our pretax equity earnings from our investment in Oncor Holdings (a disregarded entity for tax purposes) are included in our consolidated income tax return. A tax sharing agreement with TTI, Oncor Holdings and Oncor provides for the calculation of an income tax liability substantially as if Oncor Holdings and Oncor were taxed as corporations and requires tax payments determined on that basis. While partnerships are not subject to income taxes, in consideration of the tax sharing agreement and Oncor being subject to the provisions of U.S. GAAP governing rate-regulated operations, Oncor recognizes amounts determined under cost-based regulatory rate-setting processes (with such costs including income taxes), as if it were taxed as a corporation. As a result, since Oncor Holdings consolidates Oncor, we recognize equity earnings from our investment in Oncor Holdings net of its recorded income tax.

We provide summarized income statement and balance sheet information for Oncor Holdings in the following table.


SUMMARIZED FINANCIAL INFORMATION – ONCOR HOLDINGS
(Dollars in millions)
	Years ended December 31,
	2025		2024		2023
Operating revenues	$	6,778	$	6,082	$	5,586
Operating expenses	(4,791)		(4,318)		(4,026)
Income from operations	1,987		1,764		1,560
Interest expense	(788)		(653)		(536)
Income tax expense	(236)		(217)		(192)
Net income	1,062		957		849
NCI held by TTI	(211)		(192)		(170)
Earnings attributable to Sempra(1)	851		765		679

			December 31,
			2025		2024
Current assets			$	2,016	$	1,638
Noncurrent assets			45,659		38,697
Current liabilities			2,284		2,183
Noncurrent liabilities			26,397		21,958
NCI held by TTI			4,300		3,689

(1) Excludes adjustments to equity earnings related to amortization of a tax sharing liability associated with a tax sharing agreement and changes in basis differences in AOCI within the carrying value of our equity method investment.

Sharyland Holdings

We account for our 50% ownership interest in Sharyland Holdings, a JV with SU Investment Partners, L.P. that owns a 100% interest in Sharyland Utilities, as an equity method investment.

SEMPRA INFRASTRUCTURE

In connection with the planned sale of a portion of our equity interest in SI Partners, which we discuss in Note 6, the carrying amount of our equity method investments totaling $2.6 billion at December 31, 2025 is included in Assets Held for Sale on Sempra’s Consolidated Balance Sheet.

2025 Form 10-K | F-66

Tab le of Cont ents

Cameron LNG JV

Cameron LNG JV is a JV among Sempra and three project partners, TotalEnergies SE, Mitsui & Co., Ltd., and Japan LNG Investment, LLC, a company jointly owned by Mitsubishi Corporation and Nippon Yusen Kabushiki Kaisha. SI Partners accounts for its 50.2% investment in Cameron LNG JV under the equity method.

IMG

SI Partners has a 40% interest in IMG, a JV with a subsidiary of TC Energy Corporation, and accounts for its interest as an equity method investment. IMG owns and operates the Sur de Texas-Tuxpan natural gas marine pipeline, which is fully contracted under a 35-year natural gas transportation service contract with the CFE.

TAG Norte

SI Partners has a 50% beneficial ownership interest in TAG Norte, a JV with TETL JV Mexico Norte, S. de R.L. de C.V. and Bravo N Mergeco, S. de R.L. de C.V. that owns a 50% interest in the Los Ramones Norte pipeline. SI Partners accounts for its 50% interest in TAG Norte as an equity method investment.

RBS SEMPRA COMMODITIES LLP

RBS Sempra Commodities LLP is a United Kingdom limited liability partnership formed by Sempra and The Royal Bank of Scotland plc (RBS) in 2008 to own and operate the commodities-marketing businesses previously operated through wholly owned subsidiaries of Sempra. We and RBS sold substantially all of the partnership’s businesses and assets in four separate transactions completed in 2010 and 2011. Since 2011, our investment balance has reflected our share of the remaining partnership assets, including amounts retained by the partnership to help offset unanticipated future general and administrative costs necessary to complete the dissolution of the partnership and the distribution of the partnership’s remaining assets, if any. We accounted for our investment in RBS Sempra Commodities LLP under the equity method.

In 2018, we fully impaired our remaining equity method investment in RBS Sempra Commodities LLP. In 2023, we reduced our previously recorded estimate of losses by $40 million based on a settlement that fully resolved legal matters. In 2024, we substantially completed the dissolution of the partnership, at which time we recorded $19 million ($16 million after tax) in Equity Earnings on Sempra’s Consolidated Statement of Operations.

SUMMARIZED FINANCIAL INFORMATION

The summarized financial information below represents the aggregate results of operations and aggregate financial position of 100% of each of Sempra’s equity method investments for the periods in which we were invested in the entities.


SUMMARIZED FINANCIAL INFORMATION – EQUITY METHOD INVESTMENTS(1)
(Dollars in millions)
	Years ended December 31,
	2025		2024		2023
Gross revenues	$	3,059	$	2,962	$	3,083
Operating expenses	(869)		(820)		(776)
Income from operations	2,190		2,142		2,307
Interest expense	(487)		(547)		(570)
Net income/Earnings(2)(3)	1,504		1,688		1,499

			December 31,
			2025		2024
Current assets			1,104		$	1,134
Noncurrent assets			14,793		14,687
Current liabilities			1,171		1,130
Noncurrent liabilities			9,705		10,051

(1) Excludes Oncor Holdings and RBS Sempra Commodities LLP.

(2) Except for our investments in Mexico, there was no income tax recorded by the entities, as they are primarily domestic partnerships.

(3) Amounts for Cameron LNG JV exclude adjustments to equity earnings related to amortization of capitalized interest and guarantee fees within the carrying value of our equity method investment and changes in basis differences in equity earnings related to AOCI in 2023.

2025 Form 10-K | F-67

Tab le of Cont ents

NOTE 6. SEMPRA – DIVESTITURES

SEMPRA INFRASTRUCTURE

Assets Held for Sale

We classify assets as held for sale once all applicable criteria under U.S. GAAP have been satisfied, including when management, having the authority to approve the action, commits to a formal plan to actively market an asset for sale and expects the sale to close within the next 12 months. Upon classifying a group of assets as held for sale, we record the disposal group at the lower of its carrying value or its estimated fair value reduced for selling costs, and we stop recording depreciation and amortization expense on those assets.

We summarize the carrying amounts of the major classes of assets and related liabilities of SI Partners, inclusive of Ecogas, classified as held for sale in the following table.


ASSETS HELD FOR SALE
(Dollars in millions)
	December 31, 2025
Cash and cash equivalents	$	112
Restricted cash, current	3,406
Accounts receivable	479
Due from unconsolidated affiliates	3
Inventories	109
Other current assets	218
Restricted cash, noncurrent	3
Right-of-use assets – operating leases	206
Equity method investments	2,566
Goodwill	1,602
Other intangible assets	273
Other long-term assets	691
Property, plant and equipment, net	21,356
Total assets held for sale	$	31,024

Short-term debt	$	362
Accounts payable	1,208
Current portion of long-term debt	49
Other current liabilities	290
Long-term debt	7,744
Due to unconsolidated affiliates	477
Deferred income taxes	982
Asset retirement obligations	94
Deferred credits and other	498
Total liabilities held for sale	$	11,704

At December 31, 2025, $26 million of accumulated losses is included in AOCI and is part of the disposal group that is classified as held for sale.

We considered the estimated fair value of our assets held for sale, less costs to sell, and determined that no adjustment to carrying value was required. In estimating fair value, we used a discounted cash flow valuation technique. In the event that the estimated sales price, less transaction costs, is less than the carrying value, or updated market information indicates fair value may be less than carrying value, we would recognize a loss in our results of operations at that time.

2025 Form 10-K | F-68

Tab le of Cont ents

SI Partners

In September 2025, we entered into an agreement to sell 45% of the outstanding Class A Units and all general partner interests in SI Partners to the KKR Partners for an aggregate base purchase price of approximately $9.99 billion, subject to the adjustments described below. SI Partners owns LNG and natural gas infrastructure in the U.S. and Mexico and renewable energy and related assets in Mexico.

The agreement provides that, subject to adjustments and the closing date, the purchase price will be paid to Sempra as follows:

▪$4.65 billion in cash at closing;

▪$4.14 billion plus interest compounded quarterly at 7.5% per annum (totaling $4.72 billion with principal and accrued interest unless paid early) due December 31, 2027 under instruments backed by equity commitment letters; and

▪$1.2 billion plus interest compounded quarterly at 8.5% per annum before January 1, 2031 and 10.0% per annum thereafter (totaling $2.29 billion with principal and accrued interest unless paid early) due seven years and 91 days after closing under promissory notes.

The instruments and notes will be issued by indirect equity holders of the KKR Partners and will be ranked behind senior debt incurred by subsidiaries of the issuers.

The purchase price is subject to adjustments for changes in net debt, net working capital and capital expenditures as of December 31, 2025, among others. The purchase price is subject to further adjustments for certain capital contributions by and distributions to Sempra in 2026 before the closing. In addition, transaction fees of the KKR Partners of $337.5 million will be deducted from the purchase price at the closing and a development credit of $340 million will be payable by Sempra over two years starting in 2026. There may also be post-closing purchase price adjustments based on the performance through 2028 of certain wind power facilities, and an adjustment payable by Sempra for capital expenditures related to the ECA LNG Phase 1 project under construction.

We expect this sale to close in the second or third quarter of 2026, subject to certain conditions, including receipt of antitrust approvals in Mexico; receipt of other third-party consents or waivers, including from certain lenders, partners and others; the absence of a material adverse effect on SI Partners; the absence of specific downgrade events under certain financing arrangements; and other customary closing conditions. Because the closing cannot occur before March 31, 2026, a ticking fee payable to Sempra of 0.625% per month on the aggregate base purchase price will accrue daily beginning April 1, 2026. If the KKR Partners fail to complete the closing when all closing conditions are satisfied, Sempra will be entitled to receive a termination fee of $414 million. Any party may terminate the agreement if the closing has not occurred within 12 months after signing.

Subject to closing, the KKR Partners will own 65% of SI Partners, Sempra will retain a 25% interest and ADIA will retain a 10% interest. As we discuss below, the KKR Partners will have control of SI Partners and Sempra and ADIA will have certain minority rights in SI Partners. As a result of our loss of control upon completion of the sale, we will deconsolidate SI Partners and account for our 25% interest in SI Partners under the equity method within the existing Sempra Infrastructure segment.

In connection with signing the agreement for the sale, we classified SI Partners as held for sale and ceased recording depreciation and amortization in September 2025. We recognized $502 million in Income Tax Expense on Sempra’s Consolidated Statements of Operations for the year ended December 31, 2025 to (i) adjust deferred income tax liabilities related to outside basis differences in our investment in SI Partners, (ii) account for changes to state income tax apportionment, and (iii) account for valuation allowances against certain tax credit carryforwards. The amount of this charge is based on certain assumptions and could change substantially in subsequent quarters and at the closing due to, among other things, changes to current carrying values, changes in forecasted taxable income, purchase price adjustments, and changes to tax positions and other assumptions.

Post-Closing Limited Partnership Agreement. At closing, we will enter into an amended and restated limited partnership agreement of SI Partners with the KKR Partners and ADIA. The limited partnership agreement provides that the KKR Partners will have the right to appoint four managers, Sempra will have the right to appoint two managers, and ADIA will have the right to appoint one manager to the SI Partners board of managers, with matters generally decided by majority vote based on the limited partners’ ownership percentages. The minority partners will have certain minority consent rights so long as they maintain specified ownership thresholds. Subject to exceptions and limitations, SI Partners will be prohibited from taking certain actions, including, among others: (i) redeeming units or making distributions to its limited partners other than on a pro rata basis or as expressly permitted under the partnership agreement; (ii) under certain circumstances, transferring, disposing or issuing equity securities in any subsidiary undertaking or owning a project that has reached a positive FID; (iii) appointing a replacement chief executive officer; (iv) approving certain capital expenditures; and (v) reaching a positive FID on any project, in each case without prior approval from KKR, Sempra and, in some cases, other limited partners holding at least a specified minimum percentage of ownership.

2025 Form 10-K | F-69

Tab le of Cont ents

SI Partners will be required to distribute quarterly at least 85% of its distributable cash flow, subject to certain exceptions and reserves. Generally, distributions will be made to the limited partners on a pro rata basis in accordance with their respective ownership interests, except that the KKR Partners will be entitled to a post-closing distribution of an additional 31.5% of the $1.9 billion true-up payment from Port Arthur LNG II to Port Arthur LNG I to acquire a 50% interest in the shared common facilities. The limited partners will be required to fund capital calls under certain circumstances, which vary depending on whether a project has reached a positive FID. Sempra will continue to have substantially similar funding obligations as it has before the sale for cost overruns in certain projects, including the ECA LNG Phase 1 project and the PA LNG Phase 1 project.

If a project fails to receive the required limited partner approvals to achieve a positive FID, the KKR Partners will be permitted to proceed with the project independently through a different investment vehicle or as a “Sole Risk Project” within SI Partners in exchange for “Sole Risk Interests.” Sole Risk Projects are separated from other SI Partners projects and are conducted at the holder’s sole cost, expense and liability, and the holder receives, through the acquisition of Sole Risk Interests, the economic and other benefits, if any, from such projects. The Guaymas-El Oro segment of the Sonora pipeline will continue to be owned by and a Sole Risk Project of Sempra. Sempra is solely responsible for costs associated with the Guaymas-El Oro segment of the Sonora pipeline and any proceeds from a sale of the Guaymas-El Oro segment of the Sonora pipeline would be split between Sempra (90%) and ADIA (10%), subject to adjustments.

Under the limited partnership agreement, Sempra will be restricted from transferring its ownership interest in SI Partners before January 1, 2029. Any proposed transfer (other than a permitted transfer) by a minority partner to a third party will be subject to a right of first offer of the KKR Partners. The minority partners will have co-sale rights in respect of any transfer by the KKR Partners of over 50% of SI Partners’ equity interests. The KKR Partners will have customary drag-along rights in connection with any sale of SI Partners, provided that the minority partners obtain minimum return thresholds. The limited partners have customary registration rights in the event of an initial public offering of SI Partners.

Ecogas

In December 2025, we entered into an agreement to sell Ecogas, a natural gas regulated distribution utility that operates in three separate distribution zones in Mexicali, Chihuahua and La Laguna-Durango, Mexico, to Gas Natural del Noroeste S.A. de C.V. for 9.0 billion Mexican pesos (approximately $500 million in U.S. dollar-equivalent at December 31, 2025), subject to adjustments. In the first quarter of 2026, we entered into contingent hedges designed to lock in the Mexican peso foreign exchange rate for the anticipated after-tax proceeds. We expect to complete the sale in the second or third quarter of 2026, subject to closing conditions. As a result of satisfying all applicable criteria in June 2025, we classified Ecogas’ assets and liabilities as held for sale and ceased depreciation and amortization.

In connection with classifying Ecogas as held for sale, we recognized $14 million in Income Tax Expense on Sempra’s Consolidated Statement of Operations in the year ended December 31, 2025 for a Mexican deferred income tax liability related to the excess of carrying value over the tax basis (outside basis difference). Since this $14 million ($10 million after NCI) of Mexican income tax expense on our outside basis difference is based on current carrying value, foreign exchange rates and inflation at December 31, 2025, this amount could change in future periods until the date of sale.

2025 Form 10-K | F-70

Tab le of Cont ents

NOTE 7. DEBT AND CREDIT FACILITIES

SHORT-TERM DEBT

Committed Lines of Credit

At December 31, 2025, Sempra had an aggregate capacity of $10.2 billion under eight primary committed lines of credit, which provide liquidity and support our commercial paper programs. Because our commercial paper programs are supported by some of these lines of credit, we reflect the amount of commercial paper outstanding, before reductions of any unamortized discounts, and any letters of credit outstanding as a reduction to the available unused credit capacity in the following table.


COMMITTED LINES OF CREDIT
(Dollars in millions)
		December 31, 2025
Borrower	Expiration date of facility	Total facility		Commercial paper outstanding		Amounts outstanding		Letters of credit outstanding		Available unused credit
Sempra	October 2030	$	4,000	$	(983)	$	—	$	—	$	3,017
SDG&E	October 2030	1,500		(532)		—		—		968
SoCalGas	October 2030	1,200		(504)		—		—		696
SI Partners and IEnova	September 2026	500		—		(91)		—		409
SI Partners and IEnova	August 2028	1,500		—		(266)		—		1,234
SI Partners and IEnova	December 2028(1)	1,000		—		—		—		1,000
Port Arthur LNG I	March 2030	200		—		—		(87)		113
Port Arthur LNG II	September 2030	300		—		—		(111)		189
Total		$	10,200	$	(2,019)	$	(357)	$	(198)	$	7,626

(1) In December 2025, SI Partners and IEnova amended their shared credit facility to extend the expiration date from August 2026 to December 2028.

The principal terms of Sempra’s, SDG&E’s and SoCalGas’ lines of credit reflected in the table above include the following:

▪Each revolving credit facility has a syndicate of 23 lenders. No single lender has greater than a 6% share in any facility.

▪Sempra’s, SDG&E’s and SoCalGas’ facilities provide for the issuance of $200 million, $100 million and $150 million, respectively, of letters of credit. Subject to obtaining commitments from existing or new lenders and satisfaction of other specified conditions, Sempra, SDG&E and SoCalGas each have the right to increase its letter of credit commitment to up to $500 million, $250 million and $250 million, respectively.

▪Borrowings bear interest at a benchmark rate plus a margin that varies with the borrower’s credit rating.

▪Each borrower must maintain a ratio of indebtedness to total capitalization (as defined in each of the applicable credit facilities) of no more than 65% at the end of each quarter. At December 31, 2025, each Registrant was in compliance with this ratio under its respective credit facility.

SI Partners and IEnova have three combined lines of credit, reflected in the table above, that require borrowings to be issued in U.S. dollars only and include the following principal terms:

▪Borrowings on the $500 million revolving credit facility bear interest at a per annum rate equal to term SOFR plus 80 bps (including a credit adjustment spread).

▪The $1.5 billion revolving credit facility provides for borrowings by SI Partners of up to $1.5 billion through a syndicate of 12 lenders and by IEnova of up to $1,365 million through a syndicate of 11 lenders, subject to a combined borrowing limit of $1.5 billion, bearing interest at a per annum rate equal to term SOFR plus 90 bps (including a credit adjustment spread).

▪The $1.0 billion revolving credit facility provides for borrowings through a syndicate of 12 lenders. This facility:

◦Charges interest on borrowings at a benchmark rate plus a margin that varies with SI Partners’ credit rating (plus a term SOFR credit adjustment spread of 10 bps in all tenors).

◦Provides for issuance of up to $200 million of letters of credit, subject to a combined letter of credit commitment of $200 million, which can be issued in U.S. dollars or Mexican pesos, and which reduces available unused credit.

◦Includes a $100 million swingline loan sub-limit, whereby any outstanding amounts would reduce available unused credit. No swingline loan borrowings were outstanding at December 31, 2025.

◦Gives either SI Partners or IEnova the right to increase the total facility to $1.5 billion, subject to lender approval.

2025 Form 10-K | F-71

Tab le of Cont ents

Additionally, the three lines of credit that are shared by SI Partners and its subsidiary, IEnova, require that SI Partners maintain a ratio of consolidated adjusted net indebtedness to consolidated earnings before interest, taxes, depreciation and amortization (as defined in each credit facility) of no more than 5.25 to 1.00 at the end of each quarter. At December 31, 2025, SI Partners was in compliance with this ratio.

Port Arthur LNG I and Port Arthur LNG II have working capital facility agreements, reflected in the table above, that permit borrowings of up to $200 million and $300 million, respectively. Borrowings under these facilities bear interest by reference to term SOFR, plus the applicable margin and a credit adjustment spread. The credit facilities also provide for the issuance of up to $200 million and $300 million, respectively, of letters of credit, which reduces available unused credit. SI Partners has provided a guarantee for repayment of the $300 million credit facility supporting construction of the PA LNG Phase 2 project.

The three lines of credit that are shared by SI Partners and IEnova and the Port Arthur LNG I and Port Arthur LNG II credit facilities are included in the disposal group that is classified as held for sale that we discuss in Note 6 but remain legally accessible and a source of available credit to Sempra Infrastructure until the planned sale of a portion of our equity interest in SI Partners closes.

Uncommitted Line of Credit

ECA LNG Phase 1, which is included in the disposal group that is classified as held for sale, has an uncommitted line of credit with an aggregate capacity of $100 million that expires in August 2026. Borrowings are generally used for working capital requirements and can be in U.S. dollars or Mexican pesos. At December 31, 2025, ECA LNG Phase 1 had outstanding borrowings of $5 million, before reductions of any unamortized discounts, in Mexican pesos that bear interest at a variable rate based on the 28-day Interbank Equilibrium Interest Rate plus 154 bps. Borrowings made in U.S. dollars bear interest at a variable rate based on the one-month or three-month SOFR plus 164 bps and a credit adjustment spread of 10 bps.

Uncommitted Letters of Credit

Outside of our domestic and foreign credit facilities, we have unsecured standby letter of credit capacity with select lenders that is uncommitted and supported by reimbursement agreements. At December 31, 2025, we had $202 million in standby letters of credit outstanding under these agreements.


UNCOMMITTED LETTERS OF CREDIT OUTSTANDING
(Dollars in millions)
	Expiration date range	December 31, 2025
SDG&E	January 2026 - November 2026	$	21
SoCalGas	March 2026 - December 2026	15
Other Sempra(1)	March 2026 - June 2026	166
Total Sempra		$	202

(1) Excludes $1,784 in unsecured standby letters of credit with expiration dates ranging from January 2026 - November 2054 that are included in the disposal group that is classified as held for sale.

Term Loans

SoCalGas

In May 2024, SoCalGas entered into a $500 million, 364-day term loan facility with a maturity date of May 22, 2025, and in December 2024, SoCalGas increased the amount of the term loan to $700 million. SoCalGas borrowed the full $700 million available under the term loan, net of negligible debt issuance costs. The borrowings bore interest at a per annum rate equal to term SOFR, plus 80 bps and a credit adjustment spread of 10 bps. SoCalGas used the proceeds to repay commercial paper and for other general corporate purposes. SoCalGas repaid the term loan in full in May 2025, at which time the term loan facility ceased to be in effect.

In December 2025, SoCalGas entered into a $400 million, term loan facility with a maturity date of 364 days from the initial borrowing date. On December 10, 2025, SoCalGas borrowed the full $400 million available under the term loan. The borrowings bear interest at a per annum rate equal to term SOFR plus 75 bps. SoCalGas used the proceeds for working capital, capital expenditures and other general corporate purposes.

2025 Form 10-K | F-72

Tab le of Cont ents

Other Sempra

In May 2025, Sempra entered into a $1.25 billion, term loan facility with a maturity date of 364 days from the initial borrowing date. On July 28, 2025, Sempra borrowed the full $1.25 billion available under the term loan. Sempra was permitted to request an increase in the term loan facility of up to $500 million prior to the maturity date, subject to lender approval, which it requested, received and borrowed in full in October 2025. The borrowings bear interest at a per annum rate equal to term SOFR, plus 80 bps and a credit adjustment spread of 10 bps. Sempra used the proceeds for working capital, capital expenditures, other general corporate purposes and to pay a portion of the cost to redeem all outstanding shares of Sempra’s series C preferred stock.

Weighted-Average Interest Rates

The weighted-average interest rates on all short-term debt were as follows:


WEIGHTED-AVERAGE INTEREST RATES

	December 31,
	2025		2024
Sempra	4.32	%	5.03	%
SDG&E	3.96		4.76
SoCalGas	4.17		5.02

2025 Form 10-K | F-73

Tab le of Cont ents

LONG-TERM DEBT

The following tables show the detail and maturities of long-term debt outstanding.


LONG-TERM DEBT AND FINANCE LEASES
(Dollars in millions)
	December 31,
	2025		2024
SDG&E:
First mortgage bonds (collateralized by plant assets):
2.50% May 15, 2026	$	500	$	500
6.00% June 1, 2026	250		250
4.95% August 15, 2028	600		600
1.70% October 1, 2030	800		800
3.00% March 15, 2032	500		500
5.40% April 15, 2035	850		—
5.35% May 15, 2035	250		250
6.125% September 15, 2037	250		250
6.00% June 1, 2039	300		300
5.35% May 15, 2040	250		250
4.50% August 15, 2040	500		500
3.95% November 15, 2041	250		250
4.30% April 1, 2042	250		250
3.75% June 1, 2047	400		400
4.15% May 15, 2048	400		400
4.10% June 15, 2049	400		400
3.32% April 15, 2050	400		400
2.95% August 15, 2051	750		750
3.70% March 15, 2052	500		500
5.35% April 1, 2053	800		800
5.55% April 15, 2054	600		600
	9,800		8,950
Finance lease obligations:
Power purchase agreements	1,109		1,138
Other	67		67
	1,176		1,205
	10,976		10,155
Current portion of long-term debt and finance leases	(798)		(42)
Unamortized discount on long-term debt	(33)		(33)
Unamortized debt issuance costs	(64)		(62)
Total SDG&E	$	10,081	$	10,018

2025 Form 10-K | F-74

Tab le of Cont ents


LONG-TERM DEBT AND FINANCE LEASES (CONTINUED)
(Dollars in millions)
	December 31,
	2025		2024
SoCalGas:
First mortgage bonds (collateralized by plant assets):
3.20% June 15, 2025	$	—	$	350
2.60% June 15, 2026	500		500
2.55% February 1, 2030	650		650
5.20% June 1, 2033	500		500
5.05% September 1, 2034	600		600
5.45% June 15, 2035	600		—
5.75% November 15, 2035	250		250
5.125% November 15, 2040	300		300
3.75% September 15, 2042	350		350
4.45% March 15, 2044	250		250
4.125% June 1, 2048	400		400
4.30% January 15, 2049	550		550
3.95% February 15, 2050	350		350
6.35% November 15, 2052	600		600
5.75% June 1, 2053	500		500
5.60% April 1, 2054	500		500
6.00% June 15, 2055	500		—
	7,400		6,650
Other long-term debt (uncollateralized):
1.875% Notes May 14, 2026(1)	4		4
2.95% Notes April 15, 2027	700		700
5.67% Notes January 18, 2028(2)	5		5
Finance lease obligations	117		110
	826		819
	8,226		7,469
Current portion of long-term debt and finance leases	(529)		(373)
Unamortized discount on long-term debt	(25)		(18)
Unamortized debt issuance costs	(53)		(47)
Total SoCalGas	$	7,619	$	7,031

(1) Callable long-term debt not subject to make-whole provisions.

(2) Debt is not callable.

2025 Form 10-K | F-75

Tab le of Cont ents


LONG-TERM DEBT AND FINANCE LEASES (CONTINUED)
(Dollars in millions)
	December 31,
	2025		2024
Other Sempra:
Sempra - Other long-term debt (uncollateralized):
3.30% Notes April 1, 2025	$	—	$	750
5.40% Notes August 1, 2026	550		550
3.25% Notes June 15, 2027	750		750
3.40% Notes February 1, 2028	1,000		1,000
3.70% Notes April 1, 2029	500		500
5.50% Notes August 1, 2033	700		700
3.80% Notes February 1, 2038	1,000		1,000
6.00% Notes October 15, 2039	750		750
4.00% Notes February 1, 2048	800		800
4.125% (next rate reset on April 1, 2027) Junior Subordinated Notes April 1, 2052(1)	1,000		1,000
6.40% (next rate reset on October 1, 2034) Junior Subordinated Notes October 1, 2054(1)	1,250		1,250
6.875% (next rate reset on October 1, 2029) Junior Subordinated Notes October 1, 2054(1)	600		600
6.875% (next rate reset on October 1, 2029) Junior Subordinated Notes October 1, 2054(1)	500		500
6.55% (next rate reset on April 1, 2035) Junior Subordinated Notes April 1, 2055(1)	600		600
6.625% (next rate reset on April 1, 2030) Junior Subordinated Notes April 1, 2055(1)	400		400
6.375% (next rate reset on April 1, 2031) Junior Subordinate Notes April 1, 2056(1)	800		—
5.75% Junior Subordinated Notes July 1, 2079(1)	758		758
	11,958		11,908
Sempra Infrastructure - Other long-term debt (uncollateralized unless otherwise noted)(2):
Loan at variable rates (weighted-average rate of 7.29% at December 31, 2024) December 9, 2025	—		1,063
3.75% Notes January 14, 2028	—		300
Loan at variable rates (5.329% after floating-to-fixed rate swaps effective 2023) March 20, 2030, collateralized by plant assets(1)	—		1,090
3.25% Notes January 15, 2032	—		400
Loan at variable rates (4.03% after floating-to-fixed rate swap effective 2019) payable June 15, 2022 through November 19, 2034(1)	—		90
Loan at variable rates (4.03% after floating-to-fixed rate swap effective 2019) payable June 15, 2022 through November 19, 2034(1)	—		90
Loan at variable rates (2.38% after floating-to-fixed rate swap effective 2020) payable June 15, 2022 through November 19, 2034(1)	—		90
2.90% Loan payable June 15, 2022 through November 19, 2034(1)	—		219
4.875% Notes January 14, 2048	—		540
4.75% Notes January 15, 2051	—		800
	—		4,682
	11,958		16,590
Current portion of long-term debt	(549)		(1,859)
Unamortized discount on long-term debt	(26)		(78)
Unamortized debt issuance costs	(104)		(144)
Total Other Sempra	11,279		14,509
Total Sempra	$	28,979	$	31,558

(1) Callable long-term debt not subject to make-whole provisions.

(2) At December 31, 2025, $7,744 of long-term debt, net of $49 of current portion of long-term debt, $89 of unamortized discount on long-term debt, and $43 of unamortized debt issuance costs is included in Liabilities Held for Sale on the Sempra Consolidated Balance Sheet.

2025 Form 10-K | F-76

Tab le of Cont ents

At December 31, 2025, scheduled maturities of long-term debt are as follows:


MATURITIES OF LONG-TERM DEBT(1)
(Dollars in millions)
	SDG&E		SoCalGas		Other Sempra(2)		Total Sempra(2)
2026	$	750	$	504	$	550	$	1,804
2027	—		700		750		1,450
2028	600		5		1,000		1,605
2029	—		—		500		500
2030	800		650		—		1,450
Thereafter	7,650		6,250		9,158		23,058
Total	$	9,800	$	8,109	$	11,958	$	29,867

(1) Excludes finance lease obligations, discounts, and debt issuance costs.

(2) Excludes $49 in 2026, $1,325 in 2027, $376 in 2028, $177 in 2029, $3,149 in 2030, and $2,849 thereafter within the disposal group that is classified as held for sale.

Various long-term obligations totaling $12.7 billion at Sempra at December 31, 2025 are unsecured. This includes unsecured long-term obligations totaling $709 million at SoCalGas and excludes $3.8 billion unsecured long-term obligations within the disposal group that is classified as held for sale.

Callable Long-Term Debt

At the option of Sempra, SDG&E and SoCalGas, certain debt at December 31, 2025 is callable subject to premiums:


CALLABLE LONG-TERM DEBT
(Dollars in millions)
	SDG&E		SoCalGas		Other Sempra(1)		Total Sempra(1)
Not subject to make-whole provisions	$	—	$	4	$	5,908	$	5,912
Subject to make-whole provisions	9,800		8,100		6,050		23,950

(1) Excludes $3,610 not subject to make-whole provisions and $4,315 subject to make-whole provisions within the disposal group that is classified as held for sale.

First Mortgage Bonds

SDG&E and SoCalGas issue first mortgage bonds secured by liens on their respective utility plant assets. SDG&E and SoCalGas may issue additional first mortgage bonds if in compliance with the provisions of their bond agreements (indentures). These indentures require, among other things, the satisfaction of pro forma earnings-coverage tests on first mortgage bond interest and the availability of sufficient mortgaged property to support the additional bonds, after giving effect to prior bond redemptions. The most restrictive of these tests (the property test) would permit the issuance, subject to CPUC authorization, of additional first mortgage bonds of $9.2 billion at SDG&E and $1.3 billion at SoCalGas at December 31, 2025.

SDG&E

In March 2025, SDG&E issued $850 million aggregate principal amount of 5.40% first mortgage bonds due in full upon maturity on April 15, 2035 and received proceeds of $840 million (net of debt discount, underwriting discounts and debt issuance costs of $10 million). The first mortgage bonds are redeemable prior to maturity, subject to their terms, and in certain circumstances subject to make-whole provisions. SDG&E used the net proceeds for general corporate purposes, including repayment of outstanding commercial paper and other indebtedness.

SoCalGas

In May 2025, SoCalGas issued $600 million aggregate principal amount of 5.45% first mortgage bonds due in full upon maturity on June 15, 2035 and received proceeds of $592 million (net of debt discount, underwriting discounts and debt issuance costs of $8 million), and $500 million aggregate principal amount of 6.00% first mortgage bonds due in full upon maturity on June 15, 2055 and received proceeds of $488 million (net of debt discount, underwriting discounts, and debt issuance costs of $12 million). Each series of first mortgage bonds is redeemable prior to maturity, subject to its terms, and in certain circumstances subject to make-whole provisions. SoCalGas used the net proceeds to repay outstanding indebtedness and for other general corporate purposes.

2025 Form 10-K | F-77

Tab le of Cont ents

Other Long-Term Debt

Other Sempra

Sempra. In August 2025, Sempra issued $800 million aggregate principal amount of 6.375% fixed-to-fixed reset rate junior subordinated notes maturing on April 1, 2056. Interest on the notes accrues from and including August 29, 2025 and is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2026. The notes bear interest (i) from and including August 29, 2025 to, but excluding, April 1, 2031 at the rate of 6.375% per annum and (ii) from and including April 1, 2031, during each subsequent five-year period beginning on April 1 of every fifth year, at a rate per annum equal to the Five-year U.S. Treasury Rate (as defined in the notes) as of the day falling two business days before the first day of such five-year period plus a spread of 2.632%, to be reset on April 1 of every fifth year beginning in 2031; provided that the interest rate during any such five-year period will not reset below 6.375% per annum. We received proceeds of $791 million (net of underwriting discounts and debt issuance costs of $9 million). We used the proceeds from the offering to pay a portion of the cost to redeem all outstanding shares of Sempra’s series C preferred stock.

We may redeem some or all of the notes before their maturity, as follows:

▪in whole or in part, (i) on any day in the period commencing on the date falling 90 days prior to, and ending on and including April 1, 2031 and (ii) after April 1, 2031, on any interest payment date, at a redemption price in cash equal to 100% of the principal amount of the notes being redeemed, plus, subject to the terms of the notes, accrued and unpaid interest on the notes to be redeemed to, but excluding, the redemption date;

▪in whole but not in part, at any time following the occurrence and during the continuance of a tax event (as defined in the notes) at a redemption price in cash equal to 100% of the principal amount of the notes, plus, subject to the terms of the notes, accrued and unpaid interest on the notes to, but excluding, the redemption date; and

▪in whole but not in part, at any time following the occurrence and during the continuance of a rating agency event (as defined in the notes) at a redemption price in cash equal to 102% of the principal amount of the notes, plus, subject to the terms of the notes, accrued and unpaid interest on the notes to, but excluding, the redemption date.

The notes are unsecured obligations and rank junior and subordinate in right of payment to our existing and future senior indebtedness. The notes rank equally in right of payment with our existing 4.125% fixed-to-fixed reset rate junior subordinated notes due 2052, 6.40% fixed-to-fixed reset rate junior subordinated notes due 2054, 6.875% fixed-to-fixed reset rate junior subordinated notes due 2054, 6.55% fixed-to-fixed reset rate junior subordinated notes due 2055, 6.625% fixed-to-fixed reset rate junior subordinated notes due 2055, and 5.75% junior subordinated notes due 2079 and with any future unsecured indebtedness that we may incur if the terms of such indebtedness provide that it ranks equally with the notes in right of payment. The notes are effectively subordinated in right of payment to any secured indebtedness we have incurred or may incur (to the extent of the value of the collateral securing such secured indebtedness) and to all existing and future indebtedness and other liabilities and any preferred equity of our subsidiaries.

ECA LNG Phase 1. ECA LNG Phase 1 has a loan agreement with a syndicate of external lenders that was set to mature on December 9, 2025 for an aggregate principal amount of up to $1.3 billion. In July 2025, ECA LNG Phase 1 amended this loan agreement to extend the maturity date to December 30, 2027 and increase the aggregate borrowing capacity to $1.5 billion. The modified loan agreement bears interest at a weighted-average blended rate of 2.29% plus a benchmark interest rate per annum equal to (a) term SOFR based on a tenor comparable to the applicable interest period, plus (b) a credit adjustment spread of 10 bps.

IEnova and TotalEnergies SE have provided guarantees for repayment of the loan of up to $1,226 million and $305 million, respectively, plus accrued and unpaid interest. The effective interest rate of the loan is based on the interest payments made to external lenders and guarantee payments made to TotalEnergies SE as a guarantor.

At December 31, 2025 and 2024, $1.3 billion and $1.1 billion, respectively, of borrowings from external lenders were outstanding under the loan agreement, with a weighted-average interest rate of 6.06% and 7.29%, respectively. Proceeds from the loan are being used to finance the cost of construction of the ECA LNG Phase 1 project.

Port Arthur LNG I. Port Arthur LNG I has a seven-year term loan facility agreement with a syndicate of lenders that matures on March 20, 2030 for an aggregate principal amount of approximately $6.8 billion. At December 31, 2025 and 2024, $3.2 billion and $1.1 billion, respectively, of borrowings were outstanding under the loan agreement, with an all-in weighted-average interest rate of 5.47% and 5.33%, respectively. At December 31, 2025, previous borrowings of $983 million have been repaid, as we discuss below, and cannot be reborrowed. Proceeds from the loan are being used to finance the cost of construction of the PA LNG Phase 1 project.

2025 Form 10-K | F-78

Tab le of Cont ents

In January 2025, Port Arthur LNG I issued senior secured notes for an aggregate principal amount of $750 million and received proceeds of $742 million (net of debt issuance costs of $8 million). In April 2025, Port Arthur LNG I issued senior secured notes for an aggregate principal amount of $250 million and received proceeds of $248 million (net of debt issuance costs of $2 million). The notes issued in January 2025 and April 2025 bear interest at the rate of 6.27% and 6.32%, respectively, and mature on December 15, 2042. The net proceeds were used to repay borrowings and accrued interest under the existing Port Arthur LNG I term loan facility.

NOTE 8. INCOME TAXES

We provide our calculations of ETRs in the following table.


INCOME TAX EXPENSE (BENEFIT) AND EFFECTIVE INCOME TAX RATES
(Dollars in millions)
	Years ended December 31,
	2025			2024			2023
Sempra:
Income tax expense	$	701		$	219		$	490

Income before income taxes and equity earnings	$	1,169		$	2,110		$	2,627
Equity earnings, before income tax(1)	620			603			633
Pretax income	$	1,789		$	2,713		$	3,260

Effective income tax rate	39		%	8		%	15		%
SDG&E:
Income tax (benefit) expense	$	(128)		$	153		$	(26)
Income before income taxes	$	435		$	1,044		$	910
Effective income tax rate	(29)		%	15		%	(3)		%
SoCalGas:
Income tax (benefit) expense	$	(38)		$	31		$	(5)
Income before income taxes	$	828		$	987		$	807
Effective income tax rate	(5)		%	3		%	(1)		%

(1) We discuss how we recognize equity earnings in Note 5.

For SDG&E and SoCalGas, the CPUC requires flow-through rate-making treatment for the current income tax benefit or expense arising from certain property-related and other temporary differences between the treatment for financial reporting and income tax, which will reverse over time. Under the regulatory accounting treatment required for these flow-through temporary differences, deferred income tax assets and liabilities are not recorded to deferred income tax expense, but rather to a regulatory asset or liability that will be flowed through to customers in the future, which impacts the ETR. As a result, changes in the relative size of these items compared to pretax income, from period to period, can cause variations in the ETR. Items subject to flow-through treatment include:

▪repairs expenditures related to certain utility plant fixed assets

▪the equity component of AFUDC, which is non-taxable

▪cost of removal related to certain utility plant assets

▪utility self-developed software expenditures

▪depreciation related to certain utility plant assets

▪state income taxes

AFUDC related to equity recorded for regulated construction projects at Sempra Infrastructure has similar flow-through treatment.

2025 Form 10-K | F-79

Tab le of Cont ents

The OBBBA was signed into law on July 4, 2025. The OBBBA includes revisions to tax credits and other incentives for energy and climate initiatives of the Inflation Reduction Act enacted in 2022 and extends or revises key provisions of the TCJA, among other changes. Effective January 1, 2025, we have adopted the provisions of OBBBA, which include immediate expensing of domestic research and experimental expenditures, including utility self-developed software expenditures, under the new Internal Revenue Code Section 174A. This change supersedes prior rules requiring five-year amortization of domestic research and experimental expenditures under the TCJA. In accordance with IRS transitional guidance (Revenue Procedure 2025-28), we plan to elect to accelerate deductions for domestic unamortized utility self-developed software expenditures incurred in tax years 2022-2024, with remaining balances deductible over 2025 and 2026. As a result, Sempra, SDG&E and SoCalGas recorded an income tax benefit of $73 million, $26 million and $47 million, respectively, in the year ended December 31, 2025.

2025 Form 10-K | F-80

Tab le of Cont ents

We present in the table below reconciliations of the U.S. federal statutory income tax rate to our ETRs.


RECONCILIATION OF FEDERAL INCOME TAX RATE TO EFFECTIVE INCOME TAX RATES
(Dollars in millions)
	Years ended December 31,
	2025				2024				2023
Sempra:
U.S. federal statutory income tax rate	$	376	21	%	$	570	21	%	$	684	21	%
State income taxes, net of federal income tax benefit(1)	204		11		23		1		6		—
Foreign tax effects:
Mexico:
Rate differential	40		2		32		1		50		2
Foreign exchange and inflation	246		14		(368)		(14)		290		9
Outside basis difference	142		8		12		1		—		—
Other	(20)		(1)		—		—		(33)		(1)
Tax credits:
Investment tax credits	(100)		(6)		(17)		(1)		(144)		(4)
Other	(2)		—		—		—		(3)		—
Change in valuation allowances	(266)		(15)		347		13		—		—
Nontaxable or nondeductible items	(23)		(1)		(25)		(1)		(14)		(1)
Changes in unrecognized tax benefits	3		—		2		—		(35)		(1)
Regulatory tax effects(2)	(304)		(17)		(246)		(9)		(203)		(6)
Noncontrolling interests	(43)		(2)		(79)		(3)		(91)		(3)
Other adjustments	(15)		(1)		(32)		(1)		(17)		(1)
SI Partners held for sale outside basis differences	463		26		—		—		—		—
Effective income tax rate	$	701	39	%	$	219	8	%	$	490	15	%
SDG&E:
U.S. federal statutory income tax rate	$	91	21	%	$	219	21	%	$	191	21	%
State income taxes, net of federal income tax benefit(3)	(12)		(3)		36		3		19		2
Tax credits:
Investment tax credits	(100)		(23)		(17)		(1)		(144)		(16)
Other	—		—		(1)		—		—		—
Nontaxable or nondeductible items	(2)		—		(1)		—		(1)		—
Changes in unrecognized tax benefits	(1)		—		—		—		—		—
Regulatory tax effects(2)	(105)		(24)		(84)		(8)		(89)		(10)
Other adjustments	1		—		1		—		(2)		—
Effective income tax rate	$	(128)	(29)	%	$	153	15	%	$	(26)	(3)	%
SoCalGas:
U.S. federal statutory income tax rate	$	174	21	%	$	208	21	%	$	169	21	%
State income taxes, net of federal income tax benefit(3)	(11)		(2)		(14)		(1)		(23)		(3)
Tax credits	(3)		—		(3)		—		(2)		—
Nontaxable or nondeductible items	2		—		2		—		2		—
Changes in unrecognized tax benefits	(1)		—		—		—		(44)		(6)
Regulatory tax effects(2)	(199)		(24)		(162)		(17)		(114)		(14)
Other adjustments	—		—		—		—		7		1
Effective income tax rate	$	(38)	(5)	%	$	31	3	%	$	(5)	(1)	%

(1) State taxes in California and Louisiana made up the majority (greater than 50%) of the tax effect in this category.

(2) Includes federal impacts of flow-through rate-making treatment.

(3) State taxes in California made up substantially all the tax effect in this category.

In 2025, we recognized income tax expense of $693 million to adjust deferred income tax liabilities primarily related to outside basis differences in our investment in SI Partners for foreign subsidiaries that are no longer considered to be indefinitely reinvested and income tax expense of $14 million ($10 million after NCI) for a Mexican deferred income tax liability on our outside basis difference in Ecogas as a result of management’s decision to classify these assets as held for sale, which we discuss in Note 6.

2025 Form 10-K | F-81

Tab le of Cont ents

The table below presents the geographic location of pretax income.


PRETAX INCOME BY GEOGRAPHIC LOCATION
(Dollars in millions)
	Years ended December 31,
	2025		2024		2023
Sempra:
U.S.	$	1,353	$	2,354	$	2,678
Foreign	436		359		582
Total(1)	$	1,789	$	2,713	$	3,260

(1) See the Income Tax Expense (Benefit) and Effective Income Tax Rates table above for the calculation of pretax income.

The components of income tax expense are as follows.


INCOME TAX EXPENSE (BENEFIT)
(Dollars in millions)
	Years ended December 31,
	2025		2024		2023
Sempra:
Current:
U.S. federal	$	(18)	$	73	$	102
U.S. state	38		(4)		3
Foreign	126		179		208
Total	146		248		313
Deferred:
U.S. federal	(45)		366		(56)
U.S. state	230		28		18
Foreign	383		(422)		225
Total(1)	568		(28)		187
Deferred investment tax credits(1)	(13)		(1)		(10)
Total income tax expense	$	701	$	219	$	490
SDG&E:
Current:
U.S. federal	$	4	$	(16)	$	(156)
U.S. state	13		—		(5)
Total	17		(16)		(161)
Deferred:
U.S. federal	(114)		129		111
U.S. state	(19)		41		35
Total	(133)		170		146
Deferred investment tax credits	(12)		(1)		(11)
Total income tax (benefit) expense	$	(128)	$	153	$	(26)
SoCalGas:
Current:
U.S. federal	$	18	$	3	$	(6)
U.S. state	51		—		(11)
Total	69		3		(17)
Deferred:
U.S. federal	(40)		45		22
U.S. state	(66)		(16)		(11)
Total	(106)		29		11
Deferred investment tax credits	(1)		(1)		1
Total income tax (benefit) expense	$	(38)	$	31	$	(5)

(1) In 2025, 2024 and 2023, Deferred Income Taxes and Investment Tax Credits on the Sempra Consolidated Statements of Cash Flows also includes $22, $9 and $72, respectively, of income taxes included in equity earnings, which are recorded net of income tax under a tax sharing agreement with Oncor.

2025 Form 10-K | F-82

Tab le of Cont ents

The tables below present the components of deferred income taxes:


DEFERRED INCOME TAXES
(Dollars in millions)
	December 31,
	2025		2024
Sempra(1):
Deferred income tax liabilities:
Differences in financial and tax bases of fixed assets, investments and other assets(2)	$	7,691	$	7,164
U.S. and foreign tax on repatriation of foreign earnings	—		79
Regulatory balancing accounts	637		850
Right-of-use assets – operating leases	357		325
Property taxes	—		74
Postretirement benefits	—		150
Other deferred income tax liabilities	446		94
Total deferred income tax liabilities	9,131		8,736
Deferred income tax assets:
Tax credits	1,564		1,485
Net operating losses	935		1,105
Compensation-related items	212		225
Operating lease liabilities	363		301
Other deferred income tax assets	173		219
Bad debt allowance	—		151
Accrued expenses not yet deductible	—		80
Deferred income tax assets before valuation allowances	3,247		3,566
Less: valuation allowances	233		503
Total deferred income tax assets	3,014		3,063
Net deferred income tax liability(3)	$	6,117	$	5,673

(1) At December 31, 2025, excludes $894 of net deferred income tax liability, comprised of $982 of deferred income tax liabilities and $88 of deferred income tax assets, that is included in Liabilities Held for Sale on the Sempra Consolidated Balance Sheet.

(2) In addition to the financial over tax basis differences in fixed assets, the amount also includes financial over tax basis differences in various interests in partnerships and certain subsidiaries.

(3) At December 31, 2025 and 2024, includes $10 and $172, respectively, recorded as a noncurrent asset and $6,127 and $5,845, respectively, recorded as a noncurrent liability on the Consolidated Balance Sheets.

2025 Form 10-K | F-83

Tab le of Cont ents


DEFERRED INCOME TAXES
(Dollars in millions)
	SDG&E				SoCalGas
	December 31,
	2025		2024		2025		2024
Deferred income tax liabilities:
Differences in financial and tax bases of utility plant and other assets	$	2,971	$	2,805	$	2,902	$	2,594
Regulatory balancing accounts	478		545		158		306
Right-of-use assets – operating leases	293		222		19		5
Property taxes	53		47		31		27
Postretirement benefits	—		—		173		124
Other deferred income tax liabilities	4		—		—		2
Total deferred income tax liabilities	3,799		3,619		3,283		3,058
Deferred income tax assets:
Tax credits	98		8		2		2
Compensation-related items	—		8		—		26
Operating lease liabilities	293		222		19		5
Bad debt allowance	—		29		54		72
Accrued expenses not yet deductible	—		10		53		54
Net operating losses	77		122		799		874
Other deferred income tax assets	45		9		85		20
Total deferred income tax assets	513		408		1,012		1,053
Net deferred income tax liability	$	3,286	$	3,211	$	2,271	$	2,005

The following table provides the valuation allowances that we recorded against a portion of our total deferred income tax assets shown above in the “Deferred Income Taxes – Sempra” table.


VALUATION ALLOWANCES BY JURISDICTION
(Dollars in millions)
	December 31,
	2025		2024
Sempra:
U.S. federal	$	137	$	406
U.S. state	96		47
Foreign(1)	—		50
	$	233	$	503

(1) At December 31, 2025, excludes $50 of valuation allowances that are included in Assets Held for Sale on the Sempra Consolidated Balance Sheet.

A valuation allowance is recorded when, based on more-likely-than-not criteria, negative evidence outweighs positive evidence with regard to our ability to realize a deferred income tax asset in the future. In the year ended December 31, 2025, we recognized an income tax benefit of $344 million from changes to a valuation allowance against certain tax credit carryforwards as a result of management’s decision to classify SI Partners as held for sale. In the years ended December 31, 2025 and 2024, we recognized income tax expense of $78 million and $330 million, respectively, from changes to a valuation allowance against foreign tax credits that were carried forward from the implementation of the TCJA. For various U.S. state and foreign jurisdictions, the negative evidence outweighs the positive evidence primarily due to cumulative pretax losses resulting in deferred income tax assets that we currently do not believe will be realized on a more-likely-than-not basis.

2025 Form 10-K | F-84

Tab le of Cont ents

The following table presents the amount of income taxes paid (net of refunds received) disaggregated by jurisdiction for the years ended December 31:


INCOME TAXES PAID (NET OF REFUNDS RECEIVED)
(Dollars in millions)
	2025		2024		2023
Sempra:
U.S. federal	$	62	$	100	$	3
U.S. state:
California	55		—		—
Texas	28		26		24
Other	2		2		2
Foreign:
Mexico	226		161		168
Other	3		—		—
Income tax payments, net	$	376	$	289	$	197
SDG&E(1):
U.S. federal	$	9	$	(199)	$	40
U.S. state – California	14		(26)		36
Income tax payments (refunds), net	$	23	$	(225)	$	76
SoCalGas(1):
U.S. federal	$	20	$	(11)	$	6
U.S. state – California	49		2		—
Income tax payments (refunds), net	$	69	$	(9)	$	6

(1) SDG&E and SoCalGas are included in the consolidated income tax return of Sempra, and their respective income tax payments are computed as an amount equal to that which would result from each company having filed a separate return.

The following table summarizes our unused NOLs and tax credit carryforwards.


NET OPERATING LOSSES AND TAX CREDIT CARRYFORWARDS
(Dollars in millions)
	Unused amount at December 31, 2025		Year expiration begins
Sempra:
U.S. federal:
NOLs(1)	$	3,169	2037
General business tax credits(1)	260		2043
Corporate alternative minimum tax credits(1)	630		Indefinite
Foreign tax credits(2)	704		2026
U.S. state:
NOLs(2)	5,762		2027
General business tax credits(1)	20		2027
Foreign(2)(3):
NOLs	693		2026
Foreign tax credits	5		Indefinite
SDG&E:
U.S. federal(1):
NOLs	$	94	Indefinite
General business tax credits	92		2045
U.S. state NOLs(1)	818		2046
SoCalGas:
U.S. federal NOLs(1)	$	2,489	Indefinite
U.S. state NOLs(1)	3,952		2045

(1) We have recorded deferred income tax benefits on these NOLs and tax credits, in total, because we currently believe they will be realized on a more-likely-than-not-basis.

(2) We have not recorded deferred income tax benefits on a portion of these NOLs and tax credits because we currently believe they will not be realized on a more-likely-than-not-basis, as we discuss below.

(3) Deferred tax assets related to foreign NOLs and foreign tax credits are included within the disposal group that is classified as held for sale.

2025 Form 10-K | F-85

Tab le of Cont ents

On February 18, 2026, the IRS issued Notice 2026‑7, which provides additional guidance on the application of the Corporate Alternative Minimum Tax (CAMT), including the treatment of certain capitalized repairs and maintenance expenditures. We are currently evaluating the impact of this guidance. Based on our initial assessment, we expect it will result in a prospective reduction in our CAMT liability in periods when we are subject to CAMT. In addition, we expect to amend prior year tax returns to claim refunds for CAMT previously paid.

Following is a reconciliation of the changes in unrecognized income tax benefits and the potential effect on our ETR for the years ended December 31:


RECONCILIATION OF UNRECOGNIZED INCOME TAX BENEFITS
(Dollars in millions)
	2025		2024		2023
Sempra:
Balance at January 1	$	548	$	492	$	278
Increase in prior period tax positions	19		40		308
Decrease in prior period tax positions	(28)		(8)		(63)
Decrease in current period tax positions	—		—		(21)
Settlements with tax authorities	(19)		(15)		(16)
Increase in current period tax positions	81		39		6
Balance at December 31(1)	$	601	$	548	$	492
Of December 31 balance, amounts related to tax positions that if recognized in future years would
decrease the effective tax rate	$	(500)	$	(229)	$	(224)
increase the effective tax rate	—		1		1
SDG&E:
Balance at January 1	$	14	$	14	$	14
Increase in prior period tax positions	—		—		2
Settlements with tax authorities	(6)		—		(2)
Balance at December 31	$	8	$	14	$	14
Of December 31 balance, amounts related to tax positions that if recognized in future years would
decrease the effective tax rate	$	(8)	$	(11)	$	(11)
increase the effective tax rate	—		1		1
SoCalGas:
Balance at January 1	$	29	$	29	$	77
Increase in prior period tax positions	—		—		1
Decrease in prior period tax positions	—		—		(47)
Settlements with tax authorities	(2)		—		(2)
Balance at December 31	$	27	$	29	$	29
Of December 31 balance, amounts related to tax positions that if recognized in future years would
decrease the effective tax rate	$	(27)	$	(29)	$	(29)

(1) At December 31, 2025, includes $33 that is within the disposal group that is classified as held for sale.

The California Franchise Tax Board is examining Sempra’s California unitary group for tax years 2018 and 2019. The reconciliation above includes unrecognized tax benefits through 2025 related to this matter.

We have previously included unrecognized income tax benefits in our annual tabular reconciliation related to our investment in SI Partners. As a result of the held for sale classification and the anticipated closing of the sale, we believe it is reasonably possible that a decrease of up to $150 million in unrecognized income tax benefits related to outside basis differences and Mexico tax liabilities will be necessary in the next 12 months. These changes in unrecognized income tax benefits would not decrease or increase the ETR.

In April 2023, the IRS issued Revenue Procedure 2023-15, which provides a safe harbor method of accounting for gas repairs expenditures. SDG&E and SoCalGas elected this change in tax accounting method in Sempra’s consolidated 2023 income tax return filing and recorded additional income tax benefits of $34 million and $97 million, respectively, in 2023. Additionally, SoCalGas updated its assessment of prior years’ unrecognized income tax benefits and recorded an income tax benefit of $43 million in 2023 for previously unrecognized income tax benefits pertaining to gas repairs expenditures. Sempra elected this change in tax accounting method in its consolidated 2023 income tax return filing.

2025 Form 10-K | F-86

Tab le of Cont ents

Amounts accrued for interest and penalties associated with unrecognized income tax benefits are included in Income Tax Expense on the Consolidated Statements of Operations. Sempra accrued $17 million and $15 million at December 31, 2025 and 2024, respectively, on the Consolidated Balance Sheets, and recorded $2 million in 2025, negligible amounts in 2024, and $2 million in 2023 on the Consolidated Statements of Operations for interest and penalties. SDG&E and SoCalGas each accrued negligible amounts for interest expense and penalties at December 31, 2025 and 2024 on their Balance Sheets, and recorded negligible amounts for interest expense and penalties on their Statements of Operations for all periods presented.

INCOME TAX AUDITS

Sempra is subject to U.S. federal income tax as well as income tax of multiple state and foreign jurisdictions. We remain subject to examination for U.S. federal tax years after 2021. We are subject to examination by major state tax jurisdictions for tax years after 2012. Certain major foreign income tax returns for tax years 2014 through the present are open to examination.

SDG&E and SoCalGas are subject to U.S. federal income tax and state income tax. They remain subject to examination for U.S. federal tax years after 2021 and state tax years after 2012.

In addition, Sempra has filed protests to contest proposed state audit adjustments for tax years 2009 through 2012. The pre-2013 tax years for our major state tax jurisdictions are closed to new issues; therefore, no additional tax may be assessed by the taxing authorities for these tax years.

SI Partners has filed an administrative appeal to contest a tax assessment issued by the Servicio de Administración Tributaria for tax year 2016. In 2025, we increased unrecognized income tax benefits and will have the opportunity to contest any unresolved issues through the Mexican courts.

2025 Form 10-K | F-87

Tab le of Cont ents

NOTE 9. EMPLOYEE BENEFIT PLANS

For our employee benefit plans, we:

▪recognize an asset for a plan’s overfunded status or a liability for a plan’s underfunded status in the balance sheet;

▪measure a plan’s assets and its obligations that determine its funded status as of the end of the fiscal year; and

▪recognize changes in the funded status of pension and PBOP plans in the year in which the changes occur. Generally, those changes are reported in OCI and as a separate component of shareholders’ equity.

The detailed information presented below covers the employee benefit plans of primarily Sempra and its consolidated entities.

Sempra has funded and unfunded noncontributory traditional defined benefit and cash balance plans, including separate plans for SDG&E and SoCalGas, which collectively cover all eligible employees. Pension benefits under the traditional defined benefit plans are based on service and final average earnings, while the cash balance plans provide benefits using a career average earnings methodology.

IEnova has an unfunded noncontributory defined benefit plan covering all employees that provides defined benefits to retirees based on date of hire, years of service and final average earnings.

Sempra also has PBOP plans, including separate plans for SDG&E and SoCalGas, which collectively cover all domestic and certain foreign employees. The life insurance plans are both contributory and noncontributory, and the health care plans are contributory. Participants’ contributions are adjusted annually. PBOP plans include medical benefits.

Pension and PBOP costs and obligations are dependent on assumptions used in calculating such amounts. We review these assumptions on an annual basis and update them as appropriate. We consider current market conditions, including interest rates, in making these assumptions.

DEDICATED ASSETS IN SUPPORT OF CERTAIN BENEFITS PLANS

In support of its Supplemental Executive Retirement Plan, Cash Balance Restoration Plan and Employee and Director Savings Plan, Sempra maintains dedicated assets, including a Rabbi Trust and investments in life insurance contracts, which totaled $605 million and $585 million at December 31, 2025 and 2024, respectively.

PENSION AND PBOP PLANS

Oncor

In both 2025 and 2024, we had $34 million in AOCI representing an actuarial loss related to Oncor’s pension plans.

Partial Plan Termination

In connection with the planned sale of a portion of our equity interest in SI Partners, which we discuss in Note 6, Sempra entered into an agreement to contribute Sempra Services Corporation, a wholly owned subsidiary of Sempra, to SI Partners. Sempra Services Corporation employs U.S. employees performing services for SI Partners and is a participating employer in Sempra’s noncontributory defined benefit pension and PBOP plans. Upon closing the sale, which we expect to occur in the second or third quarter of 2026, Sempra Services Corporation will cease to be a participating employer in Sempra’s pension and PBOP plans. This will result in a partial termination of Sempra’s pension plan due to a reduction in the number of active participants by more than 20%. All impacted participants will be fully vested in their pension benefits as of the termination date. We expect to recognize the financial statement impact, which is currently probable but not estimable, including adjustments to pension and PBOP liabilities, AOCI, curtailment and special termination benefit accounting at the close of the sale. The financial impact for settlement accounting will be recognized when the lump sum payout crosses the annual settlement threshold.

2025 Form 10-K | F-88

Tab le of Cont ents

Special Termination Benefits

In the second quarter of 2025, certain eligible employees retired under a Voluntary Retirement Enhancement Program and received an additional postretirement health benefit in the form of a $100,000 Health Reimbursement Account. Employees eligible to participate in the Voluntary Retirement Enhancement Program consisted of SDG&E represented and non-represented employees and SoCalGas non-represented employees aged 62 years or older with five years of service or ages 55 to 61 with 10 years of service as of May 31, 2025, and SoCalGas represented employees aged 65 or older with five years of service or ages 55 to 64 with 15 years of service as of June 30, 2025. We treated the benefit obligation attributable to the Health Reimbursement Account as a special termination benefit. This resulted in increases to the recorded liability for PBOP and net periodic benefit cost of $40 million for Sempra, $17 million for SDG&E and $23 million for SoCalGas in the year ended December 31, 2025.

Benefit Obligations and Assets

The following three tables provide a reconciliation of the changes in the plans’ benefit obligations and the fair value of assets during 2025 and 2024, and a statement of the funded status at December 31, 2025 and 2024.


BENEFIT OBLIGATION, FAIR VALUE OF ASSETS AND FUNDED STATUS
(Dollars in millions)
	Pension(1)				PBOP
	2025		2024		2025		2024
Sempra(2):
CHANGE IN BENEFIT OBLIGATION
Obligation at January 1	$	3,139	$	3,107	$	687	$	693
Service cost	127		132		13		15
Interest cost	176		166		39		36
Contributions from plan participants	—		—		28		23
Actuarial loss (gain)	80		(100)		35		(11)
Plan amendments	—		2		—		—
Benefit payments	(85)		(81)		(80)		(69)
Special termination benefits	—		—		40		—
Settlements	(290)		(87)		—		—
Reclassification to liabilities held for sale	(24)		—		—		—
Obligation at December 31	3,123		3,139		762		687

CHANGE IN PLAN ASSETS
Fair value of plan assets at January 1	2,935		2,664		1,185		1,169
Actual return on plan assets	272		196		125		57
Employer contributions	278		243		15		5
Contributions from plan participants	—		—		28		23

Benefit payments	(85)		(81)		(80)		(69)
Settlements	(290)		(87)		—		—
Fair value of plan assets at December 31	3,110		2,935		1,273		1,185
Funded status at December 31	$	(13)	$	(204)	$	511	$	498
Net recorded (liability) asset at December 31	$	(13)	$	(204)	$	511	$	498

(1) The accumulated benefit obligation was $2,868 and $2,900 at December 31, 2025 and 2024, respectively.

(2) Includes activities in 2025 within the disposal group that is classified as held for sale.

2025 Form 10-K | F-89

Tab le of Cont ents


BENEFIT OBLIGATION, FAIR VALUE OF ASSETS AND FUNDED STATUS
(Dollars in millions)
	Pension(1)				PBOP
	2025		2024		2025		2024
SDG&E:
CHANGE IN BENEFIT OBLIGATION
Obligation at January 1	$	822	$	807	$	134	$	140
Service cost	38		39		2		3
Interest cost	46		43		8		7
Contributions from plan participants	—		—		10		8
Actuarial loss (gain)	39		(28)		5		(6)
Benefit payments	(18)		(16)		(23)		(18)
Special termination benefits	—		—		17		—
Settlements	(86)		(23)		—		—
Transfer of liability from other plans	(13)		—		—		—
Obligation at December 31	828		822		153		134

CHANGE IN PLAN ASSETS
Fair value of plan assets at January 1	787		726		145		150
Actual return on plan assets	73		63		13		5
Employer contributions	51		37		13		—
Contributions from plan participants	—		—		10		8
Benefit payments	(18)		(16)		(23)		(18)
Settlements	(86)		(23)		—		—
Fair value of plan assets at December 31	807		787		158		145
Funded status at December 31	$	(21)	$	(35)	$	5	$	11
Net recorded (liability) asset at December 31	$	(21)	$	(35)	$	5	$	11

(1) The accumulated benefit obligation was $770 and $781 at December 31, 2025 and 2024, respectively.


BENEFIT OBLIGATION, FAIR VALUE OF ASSETS AND FUNDED STATUS
(Dollars in millions)
	Pension(1)				PBOP
(Dollars in millions)	2025		2024		2025		2024
SoCalGas:
CHANGE IN BENEFIT OBLIGATION
Obligation at January 1	$	1,999	$	1,977	$	522	$	521
Service cost	75		79		10		11
Interest cost	112		105		30		27
Contributions from plan participants	—		—		17		14
Actuarial loss (gain)	29		(70)		28		(4)
Plan amendments	—		2		—		—
Benefit payments	(59)		(56)		(53)		(47)
Special termination benefits	—		—		23		—
Settlements	(178)		(38)		—		—
Obligation at December 31	1,978		1,999		577		522

CHANGE IN PLAN ASSETS
Fair value of plan assets at January 1	1,937		1,744		1,008		990
Actual return on plan assets	179		115		107		50
Employer contributions	195		172		1		1
Contributions from plan participants	—		—		17		14
Benefit payments	(59)		(56)		(53)		(47)
Settlements	(178)		(38)		—		—
Fair value of plan assets at December 31	2,074		1,937		1,080		1,008
Funded status at December 31	$	96	$	(62)	$	503	$	486
Net recorded asset (liability) at December 31	$	96	$	(62)	$	503	$	486

(1) The accumulated benefit obligation was $1,801 and $1,824 at December 31, 2025 and 2024, respectively.

2025 Form 10-K | F-90

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Actuarial losses (gains) fluctuate based on changes in assumptions that we describe below in “Assumptions for Pension and PBOP Plans” and updates to census data.

Pension Plans

▪In 2025, actuarial losses were driven by increases in salary rates at SDG&E and SoCalGas and changes in retirement rates at SoCalGas. These losses were partially offset by changes in lump-sum conversion rates at SoCalGas.

▪In 2024, actuarial gains were driven by an increase in discount rates at SoCalGas and SDG&E, offset by updated census data at SoCalGas and SDG&E.

PBOP Plans

▪In 2025, actuarial losses were driven by the assumed future trend of increasing healthcare costs at SoCalGas, partially offset by updated census data at SoCalGas.

▪In 2024, actuarial gains were driven by an increase in discount rates at SoCalGas, partially offset by an increase in the 2025 expected healthcare costs at SoCalGas.

Net Assets and Liabilities

The assets and liabilities of the pension and PBOP plans are affected by changing market conditions as well as when actual plan experience is different than assumed. Such events result in investment gains and losses, which we defer and recognize in pension and PBOP costs over a period of years. Our funded pension and PBOP plans use the asset smoothing method, except for those at SDG&E. This method develops an asset value that recognizes realized and unrealized investment gains and losses over a three-year period. This adjusted asset value, known as the market-related value of assets, is used in conjunction with an expected long-term rate of return to determine the expected return-on-plan-assets component of net periodic benefit cost. SDG&E does not use the asset smoothing method but rather recognizes realized and unrealized investment gains and losses during the current year.

The 10% corridor accounting method is used at Sempra, SDG&E and SoCalGas. Under the corridor accounting method, if as of the beginning of a year unrecognized net gain or loss exceeds 10% of the greater of the projected benefit obligation or the market-related value of plan assets, the excess is amortized over the average remaining service period of active participants (or, for plans where participants are substantially inactive employees, the average remaining lifetime of all participants or the period for which benefits will be paid, whichever is shorter). The asset smoothing and 10% corridor accounting methods help mitigate volatility of net periodic benefit costs from year to year.

Defined benefit pension and PBOP plans with an aggregated overfunded status are recognized as an asset and with an aggregated underfunded status are recognized as a liability; unrecognized changes in these assets and/or liabilities are normally recorded in AOCI on the balance sheet. SDG&E and SoCalGas record regulatory assets and liabilities that offset the funded pension and PBOP plans’ assets or liabilities, as these costs are expected to be recovered in future utility rates based on decisions by regulatory agencies.

SDG&E and SoCalGas record annual pension and PBOP net periodic benefit costs equal to the contributions to their qualified plans as authorized by the CPUC. The annual contributions to the pension plans are the greater of:

▪a minimum required funding amount as required by the IRS;

▪the amount required to maintain an 85% Adjusted Funding Target Attainment Percentage as defined by the Pension Protection Act of 2006, as amended; or

▪beginning January 1, 2024 and for the duration of the 2024 GRC cycle, a fixed amount equal to the estimated annual service cost as defined by U.S. GAAP plus one year of a seven-year amortization of the unfunded projected benefit obligation of the pension plan as of January 1, 2024, and limited to an annual amount that keeps the fair value of the pension plan assets from exceeding 110% of the pension benefit obligation of the plan.

The annual contributions to PBOP plans are equal to the lesser of the maximum tax-deductible amount or the net periodic benefit cost calculated in accordance with U.S. GAAP for pension and PBOP plans but not less than benefits paid directly by the employer (such as benefits paid to key employees). Any differences between booked net periodic benefit cost and amounts contributed to the pension and PBOP plans for SDG&E and SoCalGas are disclosed as regulatory adjustments in accordance with U.S. GAAP for rate-regulated entities.

2025 Form 10-K | F-91

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The net (liability) asset is included in the following categories on the Consolidated Balance Sheets.


PENSION AND PBOP OBLIGATIONS, NET OF PLAN ASSETS
(Dollars in millions)
	Pension				PBOP
	December 31,
	2025		2024		2025		2024
Sempra:
Noncurrent assets	$	124	$	6	$	520	$	507
Current liabilities	(21)		(50)		(1)		(1)
Noncurrent liabilities	(116)		(160)		(8)		(8)
Net recorded (liability) asset(1)	$	(13)	$	(204)	$	511	$	498
SDG&E:
Noncurrent assets	$	—	$	—	$	5	$	11
Current liabilities	(2)		(7)		—		—
Noncurrent liabilities	(19)		(28)		—		—
Net recorded (liability) asset	$	(21)	$	(35)	$	5	$	11
SoCalGas:
Noncurrent assets	$	116	$	—	$	503	$	486
Current liabilities	(2)		(17)		—		—
Noncurrent liabilities	(18)		(45)		—		—
Net recorded asset (liability)	$	96	$	(62)	$	503	$	486

(1) At December 31, 2025, excludes pension obligation, net of plan assets, of $24 that is included in Liabilities Held for Sale on the Sempra Consolidated Balance Sheet.

Amounts recorded in AOCI, net of income tax effects and amounts recorded as regulatory assets, are as follows.


AMOUNTS IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
	Pension				PBOP
	December 31,
	2025		2024		2025		2024
Sempra:
Net actuarial (loss) gain	$	(106)	$	(120)	$	13	$	14
Prior service cost	(5)		(9)		—		—
Total	$	(111)	$	(129)	$	13	$	14
SDG&E:
Net actuarial loss	$	(6)	$	(12)

Total	$	(6)	$	(12)
SoCalGas:
Net actuarial loss	$	(6)	$	(14)
Prior service cost	(2)		(3)
Total	$	(8)	$	(17)

2025 Form 10-K | F-92

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Sempra, SDG&E and SoCalGas each have a funded pension plan. The following table shows the obligations of funded pension plans with benefit obligations in excess of plan assets.


OBLIGATIONS OF FUNDED PENSION PLANS
(Dollars in millions)
	December 31,
	2025		2024
Sempra:
Projected benefit obligation	$	811	$	2,752
Accumulated benefit obligation	755		2,542
Fair value of plan assets	807		2,724
SDG&E:
Projected benefit obligation	$	811	$	793
Accumulated benefit obligation	755		755
Fair value of plan assets	807		787
SoCalGas:
Projected benefit obligation	$	—	$	1,959
Accumulated benefit obligation	—		1,787
Fair value of plan assets	—		1,937

We also have unfunded pension plans at Sempra, SDG&E, SoCalGas and IEnova. The following table shows the obligations of unfunded pension plans.


OBLIGATIONS OF UNFUNDED PENSION PLANS
(Dollars in millions)
	December 31,
	2025		2024
Sempra:
Projected benefit obligation(1)	$	134	$	183
Accumulated benefit obligation	114		159
SDG&E:
Projected benefit obligation	$	17	$	29
Accumulated benefit obligation	15		26
SoCalGas:
Projected benefit obligation	$	20	$	40
Accumulated benefit obligation	17		37

(1) At December 31, 2025, excludes $24 of projected benefit obligation that is included in Liabilities Held for Sale on the Sempra Consolidated Balance Sheet.

Sempra, SDG&E and SoCalGas each have a funded PBOP plan. At December 31, 2025, Sempra’s, SDG&E’s and SoCalGas’ plan assets were each in excess of their respective obligations for funded PBOP plans with accumulated postretirement benefit obligations.

We also have unfunded PBOP plans at Sempra. The following table shows the obligations of unfunded PBOP plans.


OBLIGATIONS OF UNFUNDED PBOP PLANS
(Dollars in millions)
	December 31,
	2025		2024
Sempra:
Accumulated postretirement benefit obligation	$	9	$	9

2025 Form 10-K | F-93

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Net Periodic Benefit Cost

The following tables provide the components of net periodic benefit cost (which, other than the service cost component, are included in Other Income, Net) and pretax amounts recognized in OCI.


NET PERIODIC BENEFIT COST AND AMOUNTS RECOGNIZED IN OCI
(Dollars in millions)
	Pension						PBOP
	Years ended December 31,
	2025		2024		2023		2025		2024		2023
Sempra:
NET PERIODIC BENEFIT COST
Service cost	$	127	$	132	$	109	$	13	$	15	$	13
Interest cost	176		166		157		39		36		37
Expected return on plan assets	(175)		(178)		(169)		(66)		(70)		(69)
Amortization of:
Prior service cost (credit)	4		5		5		(3)		(2)		(2)
Actuarial loss (gain)	12		14		10		(12)		(17)		(23)
Settlement charges	26		9		—		—		—		—
Special termination benefits	—		—		—		40		—		—
Net periodic benefit cost (credit)	170		148		112		11		(38)		(44)
Regulatory adjustment	97		100		117		4		38		43
Total expense (income) recognized	267		248		229		15		—		(1)

CHANGES IN PLAN ASSETS AND BENEFIT OBLIGATIONS RECOGNIZED IN OCI
Net loss (gain)	6		(2)		42		(1)		(1)		(2)
Prior service cost	—		3		4		—		—		—
Amortization of actuarial (loss) gain	(7)		(7)		(5)		1		1		2
Amortization of prior service cost	(2)		(3)		(2)		—		—		—
Settlements	(16)		(9)		—		—		—		—
Total recognized in OCI	(19)		(18)		39		—		—		—
Total recognized in net periodic benefit cost and OCI	$	248	$	230	$	268	$	15	$	—	$	(1)

2025 Form 10-K | F-94

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NET PERIODIC BENEFIT COST AND AMOUNTS RECOGNIZED IN OCI
(Dollars in millions)
	Pension						PBOP
	Years ended December 31,
	2025		2024		2023		2025		2024		2023
SDG&E:
NET PERIODIC BENEFIT COST
Service cost	$	38	$	39	$	32	$	2	$	3	$	3
Interest cost	46		43		40		8		7		8
Expected return on plan assets	(46)		(45)		(39)		(7)		(9)		(8)
Amortization of:
Prior service cost	—		1		1		—		—		—
Actuarial loss (gain)	4		8		4		(2)		(1)		(2)
Settlement charges	11		—		—		—		—		—
Special termination benefits	—		—		—		17		—		—
Net periodic benefit cost	53		46		38		18		—		1
Regulatory adjustment	(2)		(8)		15		(2)		—		—
Total expense recognized	51		38		53		$	16	$	—	$	1

CHANGES IN PLAN ASSETS AND BENEFIT OBLIGATIONS RECOGNIZED IN OCI
Net loss	2		4		3
Transfer of actuarial gain	(7)		—		—
Amortization of actuarial loss	(1)		(1)		—
Amortization of prior service cost	—		—		(1)
Total recognized in OCI	(6)		3		2
Total recognized in net periodic benefit cost and OCI	$	45	$	41	$	55


NET PERIODIC BENEFIT COST AND AMOUNTS RECOGNIZED IN OCI
(Dollars in millions)
	Pension						PBOP
	Years ended December 31,
	2025		2024		2023		2025		2024		2023
SoCalGas:
NET PERIODIC BENEFIT COST
Service cost	$	75	$	79	$	65	$	10	$	11	$	9
Interest cost	112		105		101		30		27		28
Expected return on plan assets	(118)		(121)		(119)		(57)		(59)		(59)
Amortization of:
Prior service cost (credit)	4		4		4		(3)		(3)		(2)
Actuarial loss (gain)	2		1		1		(9)		(14)		(19)
Settlement charges	10		—		—		—		—		—
Special termination benefits	—		—		—		23		—		—
Net periodic benefit cost (credit)	85		68		52		(6)		(38)		(43)
Regulatory adjustment	99		108		102		6		38		43
Total expense recognized	184		176		154		$	—	$	—	$	—

CHANGES IN PLAN ASSETS AND BENEFIT OBLIGATIONS RECOGNIZED IN OCI
Net loss	2		4		2
Prior service cost	—		2		—
Amortization of actuarial loss	(1)		(1)		(1)
Amortization of prior service cost	(1)		(1)		(1)
Settlements	(10)		—		—
Total recognized in OCI	(10)		4		—
Total recognized in net periodic benefit cost and OCI	$	174	$	180	$	154

2025 Form 10-K | F-95

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Assumptions for Pension and PBOP Plans

Benefit Obligation and Net Periodic Benefit Cost

Except for the IEnova plans, which are included in the disposal group that is classified as held for sale, we develop the discount rate assumptions using a bond selection-settlement portfolio approach. This approach develops a discount rate by selecting a portfolio of high-quality corporate bonds that generate sufficient cash flows to provide for projected benefit payments of the plan. The selected bond portfolio is derived from a universe of corporate bonds with a Bloomberg Composite of AA or higher. After the bond portfolio is selected, a single interest rate is determined that equates the present value of the plans’ projected benefit payments discounted at this rate with the market value of the bonds selected.

We develop the discount rate assumptions for the plans at IEnova by constructing a synthetic government zero coupon bond yield curve from the available market data, based on duration matching, and we add a risk spread to allow for the yields of high-quality corporate bonds. Such method is required when there is no deep market for high quality corporate bonds.

Expected return on plan assets is based on the weighted average of the plans’ target investment allocation as of the measurement date and the expected returns for those asset types.

Interest crediting rate is based on an average 30-year Treasury bond from the month of November of the preceding year.

We amortize prior service cost using straight line amortization over average future service (or average expected lifetime for plans where participants are substantially inactive employees), which is an alternative method allowed under U.S. GAAP.

The significant assumptions affecting projected benefit obligation and net periodic benefit cost are as follows:


WEIGHTED-AVERAGE ASSUMPTIONS USED TO DETERMINE PROJECTED BENEFIT OBLIGATION

	Pension				PBOP
	December 31,
	2025		2024		2025		2024
Sempra:
Discount rate	5.72	%	5.74	%	5.73	%	5.75	%
Interest crediting rate(1)(2)	4.70		4.54		4.70		4.54
Rate of compensation increase	2.70-10.00		2.70-10.00		2.70-10.00		2.70-10.00
SDG&E:
Discount rate	5.74	%	5.75	%	5.70	%	5.75	%
Interest crediting rate(1)(2)	4.70		4.54		4.70		4.54
Rate of compensation increase	4.50-10.00		3.50-10.00		4.50-10.00		3.50-10.00
SoCalGas:
Discount rate	5.70	%	5.70	%	5.75	%	5.75	%
Interest crediting rate(1)(2)	4.70		4.54		4.70		4.54
Rate of compensation increase	2.70-10.00		2.70-10.00		2.70-10.00		2.70-10.00

(1) Interest crediting rate for pension benefits applies only to funded cash balance plans.

(2) Interest crediting rate for PBOP applies only to interest bearing health retirement accounts at SDG&E and SoCalGas.

2025 Form 10-K | F-96

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WEIGHTED-AVERAGE ASSUMPTIONS USED TO DETERMINE NET PERIODIC BENEFIT COST

	Pension						PBOP
	Years ended December 31,
	2025		2024		2023		2025		2024		2023
Sempra:
Discount rate	5.74	%	5.31	%	5.63	%	5.75	%	5.34	%	5.65	%
Expected return on plan assets	6.40		6.56		6.48		5.90		5.90		5.51
Interest crediting rate(1)(2)	4.54		4.66		3.99		4.54		4.66		3.99
Rate of compensation increase	2.70-10.00		2.70-10.00		2.70-10.00		2.70-10.00		2.70-10.00		2.70-10.00
SDG&E:
Discount rate	5.75	%	5.30	%	5.60	%	5.75	%	5.30	%	5.65	%
Expected return on plan assets	6.25		6.25		6.00		5.86		5.88		5.52
Interest crediting rate(1)(2)	4.54		4.66		3.99		4.54		4.66		3.99
Rate of compensation increase	3.50-10.00		3.50-10.00		3.50-10.00		3.50-10.00		3.50-10.00		3.50-10.00
SoCalGas:
Discount rate	5.70	%	5.25	%	5.60	%	5.75	%	5.35	%	5.65	%
Expected return on plan assets	6.50		6.75		6.75		5.87		5.86		5.47
Interest crediting rate(1)(2)	4.54		4.66		3.99		4.54		4.66		3.99
Rate of compensation increase	2.70-10.00		2.70-10.00		2.70-10.00		2.70-10.00		2.70-10.00		2.70-10.00

(1) Interest crediting rate for pension benefits applies only to funded cash balance plans.

(2) Interest crediting rate for PBOP applies only to interest bearing health retirement accounts at SDG&E and SoCalGas.

Health Care Cost Trend Rates

Assumed health care cost trend rates have a significant effect on the amounts that Sempra, SDG&E and SoCalGas report for the health care plan costs. Following are the health care cost trend rates applicable to our PBOP plans:


ASSUMED HEALTH CARE COST TREND RATES

	PBOP
	Pre-65 retirees						Retirees aged 65 years and older
	Years ended December 31,
	2025		2024		2023		2025		2024		2023
Health care cost trend rate assumed for next year	6.75	%	6.50	%	6.00	%	8.50	%	4.50	%	4.50	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend)	4.75	%	4.75	%	4.75	%	4.50	%	4.50	%	4.50	%
Year the rate reaches the ultimate trend	2032		2030		2028		2032		2022		2022

2025 Form 10-K | F-97

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Plan Assets

Investment Strategy for Sempra’s Pension Master Trust

Sempra’s pension master trust holds the investments for our pension plans and a portion of the investments for our PBOP plans. We maintain additional trusts, as we discuss below, for certain of SDG&E’s and SoCalGas’ PBOP plans. Other than through indexing and certain collective investment strategies, the trusts do not invest in securities of Sempra.

The current asset allocation objective for the pension master trust is to protect the funded status of the plans while generating sufficient returns to cover future benefit payments and accruals. A portion of the pension master trust is invested in accordance with plan specific de-risking glidepaths designed to reduce the assets’ exposure to risk as the plans become better funded. We assess the portfolio performance by comparing actual returns with relevant benchmarks. The target asset allocations for Sempra’s pension plans are between return-seeking assets (i.e., generally, equity securities, diversified real assets, high-yield fixed income securities and other instruments with a similar risk profile) and risk-mitigating assets (i.e., generally, government and corporate fixed income securities) as follows:


TARGET ASSET ALLOCATIONS FOR PENSION PLANS
(Dollars in millions)
	Sempra		SDG&E		SoCalGas
Return-seeking assets	35	%	40	%	35	%
Risk-mitigating assets	65	%	60	%	65	%

We maintain asset allocations at strategic levels within reasonable bands of variance. The asset allocations are reviewed by our Plan Funding Committee and our Pension and Benefits Investment Committee (the Committees) on a regular basis to help ensure that plan assets are positioned to meet plan obligations. When evaluating strategic asset allocations, the Committees consider many variables, including:

▪long-term cost

▪variability and level of contributions

▪funded status

▪a range of expected outcomes over varying confidence levels

In accordance with the Sempra pension investment guidelines, derivative financial instruments may be used by the pension master trust’s equity and fixed income portfolio investment managers to equitize cash, hedge certain exposures, and as substitutes for certain types of fixed income securities.

Rate of Return Assumption

The expected return on plan assets in our pension and PBOP plans is based on the weighted average of the plans’ target investment allocations to specific asset classes as of the measurement date. We expect a return of between 4% and 12% on return-seeking assets and between 3% and 6% for risk-mitigating assets. Certain trusts that hold assets for SDG&E’s and SoCalGas’ PBOP plans are subject to taxation, which impacts the expected after-tax return on plan assets.

Concentration of Risk

Plan assets are diversified across global equity and bond markets, and concentration of risk in any one economic, industry, maturity or geographic sector is limited.

2025 Form 10-K | F-98

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Investment Strategy for Sempra’s, SDG&E’s and SoCalGas’ PBOP Plans

Sempra’s, SDG&E’s and SoCalGas’ PBOP plans are funded by cash contributions from Sempra, SDG&E and SoCalGas, respectively, and their current retirees. The assets of these plans are placed into the pension master trust and other Voluntary Employee Beneficiary Association trusts. Specific target asset allocations are periodically reviewed to help ensure that plan assets are positioned to meet plan obligations. The target asset allocations for the PBOP plans are between return-seeking assets and risk-mitigating assets as follows:


TARGET ASSET ALLOCATIONS FOR PBOP PLANS
(Dollars in millions)
	Sempra		SDG&E and SoCalGas
	Assets held in pension master trust		Assets held in pension master trust		Assets held in Voluntary Employee Beneficiary Association trusts
Return-seeking assets	45	%	45	%	30	%
Risk-mitigating assets	55	%	55	%	70	%

Fair Value of Pension and PBOP Plan Assets

We classify the investments in Sempra’s pension master trust and the trusts for SDG&E’s and SoCalGas’ PBOP plans based on the fair value hierarchy, except for certain investments measured using NAV as a practical expedient for fair value.

The following are descriptions of the valuation methods and assumptions we use to estimate the fair values of investments held by pension and PBOP plan trusts.

Equity Securities – Equity securities are valued using quoted prices listed on nationally recognized securities exchanges.

Registered Investment Companies – Investments in mutual funds sponsored by a registered investment company are valued based on exchange listed prices. Where the value is a quoted price in an active market, the investment is classified within Level 1 of the fair value hierarchy. Other investments are valued under a discounted cash flow approach that maximizes observable inputs, such as current yields of similar instruments, but includes adjustments for certain risks that may not be observable, such as credit and liquidity risks.

Fixed Income Securities – Certain fixed income securities are valued at the closing price reported in the active market in which the security is traded. Other fixed income securities are valued based on yields currently available on comparable securities of issuers with similar credit ratings. When quoted prices are not available for identical or similar securities, the security is valued under a discounted cash flow approach that maximizes observable inputs, such as current yields of similar instruments, but includes adjustments for certain risks that may not be observable, such as credit and liquidity risks. Certain high yield fixed-income securities are valued by applying a price adjustment to the bid side to calculate a mean and ask value. Adjustments can vary based on maturity, credit standing, and reported trade frequencies. The bid to ask spread is determined by the investment manager based on the review of the available market information.

Common/Collective Trusts – Investments in common/collective trust funds are valued based on the NAV of units owned, which is based on the current fair value of the funds’ underlying assets.

Derivative Financial Instruments – Futures contracts that are publicly traded in active markets are valued at closing prices as of the last business day of the year. Forward currency contracts are valued at the prevailing forward exchange rate of the underlying currencies, and unrealized gain (loss) is recorded daily. Fixed income futures and options are marked to market daily. Equity index futures contracts are valued at the last sales price quoted on the exchange on which they primarily trade.

While management believes the valuation methods described above are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

We provide more discussion of fair value measurements in Notes 1 and 11. The following tables set forth by level within the fair value hierarchy a summary of the investments in our pension and PBOP plan trusts measured at fair value on a recurring basis.

2025 Form 10-K | F-99

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The fair values by asset category are as follows:


FAIR VALUE MEASUREMENTS – INVESTMENT ASSETS OF PENSION PLANS
(Dollars in millions)
	Fair value at December 31, 2025
	Level 1		Level 2		Total
SDG&E:
Cash and cash equivalents	$	2	$	—	$	2
Equity securities:
Domestic	10		—		10
International	6		—		6
Registered investment companies – Domestic	38		52		90
Fixed income securities:
Domestic government and government agencies	88		12		100
International government bonds	—		11		11
Domestic corporate bonds	—		256		256
International corporate bonds	—		26		26
Derivative financial instruments	4		—		4
Total investment assets in the fair value hierarchy	148		357		505
Accounts receivable/payable, net					(3)
Investments measured at NAV – Common/collective trusts					305

Total SDG&E investment assets					807
SoCalGas:
Cash and cash equivalents	6		—		6
Equity securities:
Domestic	23		—		23
International	13		—		13
Registered investment companies – Domestic	85		118		203
Fixed income securities:
Domestic government and government agencies	486		26		512
International government bonds	—		25		25
Domestic corporate bonds	—		579		579
International corporate bonds	—		59		59
Derivative financial instruments	(3)		1		(2)
Total investment assets in the fair value hierarchy	610		808		1,418
Accounts receivable/payable, net					6
Investments measured at NAV – Common/collective trusts					650

Total SoCalGas investment assets					2,074
Other Sempra:

Equity securities:
Domestic	3		—		3
International	1		—		1
Registered investment companies:
Domestic	10		13		23
International	1		—		1
Fixed income securities:
Domestic government and government agencies	45		3		48
International government bonds	—		3		3
Domestic corporate bonds	—		65		65
International corporate bonds	—		6		6
Derivative financial instruments	1		—		1
Total investment assets in the fair value hierarchy	61		90		151

Investments measured at NAV – Common/collective trusts					78

Total Other Sempra investment assets					229

Total Sempra investment assets in the fair value hierarchy	$	819	$	1,255
Total Sempra investment assets					$	3,110

2025 Form 10-K | F-100

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FAIR VALUE MEASUREMENTS – INVESTMENT ASSETS OF PENSION PLANS
(Dollars in millions)
	Fair value at December 31, 2024
	Level 1		Level 2		Total
SDG&E:
Cash and cash equivalents	$	2	$	—	$	2
Equity securities:
Domestic	9		—		9
International	5		—		5
Registered investment companies – Domestic	48		—		48
Fixed income securities:
Domestic government and government agencies	227		5		232
International government bonds	—		3		3
Domestic corporate bonds	—		65		65
International corporate bonds	—		8		8
Derivative financial instruments	6		—		6
Total investment assets in the fair value hierarchy	297		81		378
Accounts receivable/payable, net					3
Investments measured at NAV – Common/collective trusts					406

Total SDG&E investment assets					787
SoCalGas:
Cash and cash equivalents	8		—		8
Equity securities:
Domestic	27		—		27
International	14		—		14
Registered investment companies – Domestic	149		—		149
Fixed income securities:
Domestic government and government agencies	270		17		287
International government bonds	—		9		9
Domestic corporate bonds	—		201		201
International corporate bonds	—		26		26
Derivative financial instruments	(4)		1		(3)
Total investment assets in the fair value hierarchy	464		254		718
Accounts receivable/payable, net					22
Investments measured at NAV – Common/collective trusts					1,197

Total SoCalGas investment assets					1,937
Other Sempra:

Equity securities:
Domestic	2		—		2
International	1		—		1
Registered investment companies – Domestic	10		—		10

Fixed income securities:
Domestic government and government agencies	77		3		80
International government bonds	—		1		1
Domestic corporate bonds	—		14		14
International corporate bonds	—		2		2
Derivative financial instruments	1		—		1
Total investment assets in the fair value hierarchy	91		20		111
Accounts receivable/payable, net					1

Investments measured at NAV – Common/collective trusts					99

Total Other Sempra investment assets					211

Total Sempra investment assets in the fair value hierarchy	$	852	$	355
Total Sempra investment assets					$	2,935

2025 Form 10-K | F-101

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The fair values by asset category of the PBOP plan assets held in the pension master trust and in the additional trusts for SDG&E and SoCalGas are as follows:


FAIR VALUE MEASUREMENTS – INVESTMENT ASSETS OF PBOP PLANS
(Dollars in millions)
	Fair value at December 31, 2025
	Level 1		Level 2		Total
SDG&E:
Equity securities:
Domestic	$	1	$	—	$	1
International	1		—		1
Registered investment companies:
Domestic	77		6		83
International	9		—		9
Fixed income securities:
Domestic government and government agencies	2		1		3
International government bonds	—		1		1
Domestic corporate bonds	—		27		27
International corporate bonds	—		3		3

Total investment assets in the fair value hierarchy	90		38		128


Investments measured at NAV – Common/collective trusts					30

Total SDG&E investment assets					158
SoCalGas:
Cash and cash equivalents	2		—		2
Equity securities:
Domestic	7		—		7
International	4		—		4
Registered investment companies – Domestic	90		170		260
Fixed income securities:
Domestic government and government agencies	66		17		83
International government bonds	—		15		15
Domestic corporate bonds	—		322		322
International corporate bonds	—		31		31

Total investment assets in the fair value hierarchy	169		555		724
Accounts receivable/payable, net					3
Investments measured at NAV – Common/collective trusts					353

Total SoCalGas investment assets					1,080
Other Sempra:
Equity securities – Domestic	1		—		1

Registered investment companies – Domestic	2		2		4
Fixed income securities:
Domestic government and government agencies	1		1		2
Domestic corporate bonds	—		12		12
International corporate bonds	—		1		1
Total investment assets in the fair value hierarchy	4		16		20
Accounts receivable/payable, net					1
Investments measured at NAV – Common/collective trusts					14

Total Other Sempra investment assets					35

Total Sempra investment assets in the fair value hierarchy	$	263	$	609
Total Sempra investment assets					$	1,273

2025 Form 10-K | F-102

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FAIR VALUE MEASUREMENTS – INVESTMENT ASSETS OF PBOP PLANS
(Dollars in millions)
	Fair value at December 31, 2024
	Level 1		Level 2		Total
SDG&E:
Cash and cash equivalents	$	1	$	—	$	1

Equity Securities – Domestic	1		—		1

Registered investment companies:
Domestic	74		—		74
International	8		—		8
Fixed income securities:
Domestic government and government agencies	8		—		8
Domestic corporate bonds	—		5		5
International corporate bonds	—		1		1
Derivative financial instruments	(1)		—		(1)
Total investment assets in the fair value hierarchy	91		6		97
Accounts receivable/payable, net					1
Investments measured at NAV:
Common/collective trusts					21
Other					26
Total SDG&E investment assets					145
SoCalGas:
Cash and cash equivalents	2		—		2
Equity securities:
Domestic	5		—		5
International	2		—		2
Registered investment companies – Domestic	87		103		190

Fixed income securities:
Domestic government and government agencies	74		14		88
International government bonds	—		10		10
Domestic corporate bonds	—		295		295
International corporate bonds	—		45		45
Derivative financial instruments	1		—		1
Total investment assets in the fair value hierarchy	171		467		638
Accounts receivable/payable, net					9

Investments measured at NAV – Common/collective trusts					361

Total SoCalGas investment assets					1,008
Other Sempra:


Equity securities – International	1		—		1
Registered investment companies – Domestic	4		—		4
Fixed income securities:
Domestic government and government agencies	—		1		1
Domestic corporate bonds	—		4		4

Total investment assets in the fair value hierarchy	5		5		10

Investments measured at NAV – Common/collective trusts					22

Total Other Sempra investment assets					32

Total Sempra investment assets in the fair value hierarchy	$	267	$	478
Total Sempra investment assets					$	1,185

2025 Form 10-K | F-103

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Future Payments

We expect to contribute the following amounts to our pension and PBOP plans in 2026:


EXPECTED CONTRIBUTIONS
(Dollars in millions)
	Sempra(1)		SDG&E		SoCalGas
Pension plans	$	231	$	49	$	151
PBOP plans	9		7		1

(1) Excludes $2 in expected contributions to the pension plan that is related to the disposal group that is classified as held for sale.

The following table shows the total benefits we expect to pay for the next 10 years to current employees and retirees from the plans or from company assets.


EXPECTED BENEFIT PAYMENTS
(Dollars in millions)
	Sempra				SDG&E				SoCalGas
	Pension(1)		PBOP		Pension		PBOP		Pension		PBOP
2026	$	253	$	55	$	66	$	13	$	149	$	39
2027	273		56		65		12		148		38
2028	246		52		65		12		147		38
2029	238		52		65		12		146		38
2030	238		52		65		11		147		39
2031-2035	1,280		263		347		56		799		196

(1) Excludes $2 in each of 2026 through 2029, $3 in 2030 and $20 between 2031 and 2035 that is related to the disposal group that is classified as held for sale.

SAVINGS PLANS

Sempra, SDG&E and SoCalGas offer trusteed savings plans qualified under section 401(k) of the Internal Revenue Code of 1986 to all employees. Employee participation, employee contributions and employer matching contributions are subject to the provisions of the respective plans, and for employee contributions, limits imposed by the respective governmental authorities.

Employer contributions to the savings plans were as follows:


EMPLOYER CONTRIBUTIONS TO SAVINGS PLANS
(Dollars in millions)
	Years ended December 31,
	2025		2024		2023
Sempra	$	65	$	65	$	59
SDG&E	22		22		20
SoCalGas	33		33		32

The market value of Sempra common stock held by the savings plans was $1.0 billion and $1.2 billion at December 31, 2025 and 2024, respectively.

NOTE 10. DERIVATIVE FINANCIAL INSTRUMENTS

We use derivative instruments primarily to manage exposures arising in the normal course of business. Our principal exposures are commodity market risk, benchmark interest rate risk and foreign exchange rate exposures. Our use of derivatives for these risks is integrated into the economic management of our anticipated revenues, anticipated expenses, assets and liabilities. Derivatives may be effective in mitigating these risks (1) that could lead to declines in anticipated revenues or increases in anticipated expenses, or (2) that could cause our asset values to fall or our liabilities to increase. Accordingly, our derivative activity summarized below generally represents an impact that is intended to offset associated revenues, expenses, assets or liabilities that are not included in the tables below.

In certain cases, we apply the normal purchase or sale exception to contracts that otherwise would have been accounted for as derivative instruments and have other commodity contracts that are not derivatives. These contracts are not recorded at fair value and are therefore excluded from the disclosures below.

2025 Form 10-K | F-104

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In all other cases, we record derivatives at fair value on the Consolidated Balance Sheets. We may have derivatives that are (1) cash flow hedges, (2) fair value hedges, or (3) undesignated. Depending on the applicability of hedge accounting and the requirement to pass impacts through to customers for SDG&E and SoCalGas and other operations subject to regulatory accounting, the impact of derivative instruments may be offset in OCI (cash flow hedges), on the balance sheet (regulatory offsets), or recognized in earnings (fair value hedges and undesignated derivatives not subject to rate recovery). We classify cash flows from the (1) principal settlements of cross-currency swaps that hedge exposure related to Mexican peso-denominated debt and amounts related to terminations or early settlements of interest rate swaps as financing activities, (2) principal settlements of interest rate swaps associated with capitalized interest costs incurred to finance capital projects as investing activities, and (3) settlements of other derivative instruments as operating activities on the Consolidated Statements of Cash Flows.

HEDGE ACCOUNTING

We may designate a derivative as a cash flow hedging instrument if it effectively converts anticipated cash flows associated with revenues or expenses to a fixed dollar amount. We may utilize cash flow hedge accounting for derivative commodity instruments, foreign currency instruments and interest rate instruments. Designating cash flow hedges is dependent on the business context in which the instrument is being used, the effectiveness of the instrument in offsetting the risk of variability of future cash flows of a given revenue or expense item, and other criteria.

ENERGY DERIVATIVES

Our market risk is primarily related to natural gas and electricity price volatility and the specific physical locations where we transact. We use energy derivatives to manage these risks. The use of energy derivatives in our various businesses depends on the particular energy market, and the operating and regulatory environments applicable to the business, as follows:

▪SDG&E and SoCalGas use natural gas derivatives and SDG&E uses electricity derivatives, for the benefit of customers, with the objective of managing both price risk and basis risk, and stabilizing and lowering natural gas and electricity costs. These derivatives include fixed-price natural gas and electricity positions, options, and basis risk instruments, which are either exchange-traded or over-the-counter financial instruments, or bilateral physical transactions. This activity is governed by risk management and transacting activity plans limited by company policy and regulatory requirements. SDG&E’s risk management and transacting activity plans for electricity derivatives are also required to be filed with, and have been approved by, the CPUC. SoCalGas is also subject to certain regulatory requirements and thresholds related to natural gas procurement under the GCIM. Natural gas and electricity derivative activities are recorded as commodity costs that are offset by regulatory account balances and are recovered in rates. Net commodity cost impacts on the Consolidated Statements of Operations are reflected in Cost of Natural Gas or in Cost of Electric Fuel and Purchased Power.

▪SDG&E is allocated and may purchase CRRs, which are designed to reduce the regional electricity price volatility risk that may result from local transmission capacity constraints. Unrealized gains and losses do not impact earnings, as they are offset by regulatory account balances. Realized gains and losses associated with CRRs, which are recoverable in rates, are recorded in Cost of Electric Fuel and Purchased Power on the Consolidated Statements of Operations.

▪Sempra Infrastructure may use natural gas and electricity derivatives, as appropriate, in an effort to mitigate commodity price risk and optimize the earnings of its assets which support the following businesses: LNG, natural gas pipelines and storage, and power generation. Gains and losses associated with these undesignated derivatives are recognized in Revenues: Energy-Related Businesses on the Consolidated Statements of Operations.

▪Sempra Infrastructure may use natural gas derivatives when supplying feed gas to its natural gas liquefaction facilities to support the production of LNG. Gains and losses from these undesignated derivatives are recognized in Revenues: Energy-Related Businesses or Energy-Related Businesses Cost of Sales on the Consolidated Statements of Operations.

▪From time to time, our various businesses, including SDG&E and SoCalGas, may use other derivatives to hedge exposures such as GHG allowances.

2025 Form 10-K | F-105

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The following table summarizes net energy derivative volumes.


NET ENERGY DERIVATIVE VOLUMES
(Quantities in millions)
		December 31,
Commodity	Unit of measure	2025	2024
Sempra:
Natural gas(1)	MMBtu	336	637

Congestion revenue rights	MWh	18	27
SDG&E:
Natural gas	MMBtu	14	16
Congestion revenue rights	MWh	18	27
SoCalGas:
Natural gas	MMBtu	322	347

(1) At December 31, 2025, excludes 1,016 related to the disposal group that is classified as held for sale.

INTEREST RATE DERIVATIVES

We are exposed to interest rates primarily as a result of our current and expected use of financing. SDG&E and SoCalGas, as well as Sempra and its other subsidiaries and equity method investees, periodically enter into interest rate derivative agreements intended to moderate our exposure to interest rates and to lower our overall costs of borrowing. In addition, we may utilize interest rate swaps, typically designated as cash flow hedges, to lock in interest rates on outstanding debt or in anticipation of future financings.

The following table presents the notional amounts of our interest rate derivatives, excluding those in our equity method investments.


INTEREST RATE DERIVATIVES
(Dollars in millions)
	December 31, 2024
	Notional amount		Maturities
Sempra:
Cash flow hedges(1)	$	271	2025-2034
Undesignated derivatives(2)(3)	3,189		2025-2048

(1) At December 31, 2025, excludes a notional amount of $244 with maturities of 2026-2034 related to the disposal group that is classified as held for sale.

(2) At December 31, 2025, excludes a notional amount of $3,189 with maturities of 2026-2048 related to the disposal group that is classified as held for sale. These undesignated derivatives accrued interest based on a notional amount of $2,286.

(3) At December 31, 2024, undesignated derivatives accrued interest based on a notional amount of $1,598.

FOREIGN CURRENCY DERIVATIVES

From time to time, SI Partners and its equity method investees may use foreign currency derivatives to hedge exposures related to cash flows associated with revenues from contracts denominated in Mexican pesos that are indexed to the U.S. dollar. Oncor uses cross-currency swaps designated as fair value hedges intended to offset foreign currency exchange rate risk related to its Euro and Canadian dollar denominated debt.

In the first quarter of 2026, SI Partners entered into undesignated contingent foreign currency hedges that are designed to lock in the exchange rate associated with the anticipated after‑tax net proceeds from the planned sale of Ecogas. Settlement of the hedges is contingent on the completion of the planned sale of Ecogas in the second or third quarter of 2026.

2025 Form 10-K | F-106

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We are also exposed to exchange rate movements at our Mexican subsidiaries and equity method investees, which have U.S. dollar-denominated cash balances, receivables, payables and debt (monetary assets and liabilities) that give rise to Mexican currency exchange rate movements for Mexican income tax purposes. They also have deferred income tax assets and liabilities denominated in the Mexican peso, which must be translated to U.S. dollars for financial reporting purposes. In addition, monetary assets and liabilities and certain nonmonetary assets and liabilities are adjusted for Mexican inflation for Mexican income tax purposes. We may utilize foreign currency derivatives as a means to help manage the risk of exposure to significant fluctuations in our income tax expense and equity earnings from these impacts; however, we generally do not hedge our deferred income tax assets and liabilities or for inflation.

The following table presents the notional amounts of our foreign currency derivatives, excluding those in our equity method investments.


FOREIGN CURRENCY DERIVATIVES
(Dollars in millions)
	December 31, 2024
	Notional amount		Maturities
Sempra:
Foreign currency derivatives(1)	$	162	2025-2026

(1) At December 31, 2025, excludes a notional amount of $172 with maturities of 2026-2027 related to the disposal group that is classified as held for sale.

FINANCIAL STATEMENT PRESENTATION

The Consolidated Balance Sheets reflect the offsetting of net derivative positions and cash collateral with the same counterparty when a legal right of offset exists. The following tables provide the fair values of derivative instruments on the Consolidated Balance Sheets, including the amount of cash collateral receivables that were not offset because the cash collateral was in excess of liability positions. We discuss the fair value of derivative assets and liabilities in Note 11.

2025 Form 10-K | F-107

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DERIVATIVE INSTRUMENTS ON THE CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
	December 31, 2025
	Current assets						Current liabilities
	Other current assets		Assets held for sale		Other long-term assets		Other current liabilities		Liabilities held for sale		Deferred credits and other
Sempra:
Derivatives designated as hedging instruments:
Interest rate instruments			$	25					$	—
Foreign exchange instruments			—						(8)
Derivatives not designated as hedging instruments:
Interest rate instruments			242						—
Commodity contracts not subject to rate recovery			9						(66)
Associated offsetting commodity contracts			(5)						5
Commodity contracts subject to rate recovery	$	25			$	11	$	(134)			$	(10)
Associated offsetting commodity contracts	(4)				(2)		4				2
Associated offsetting cash collateral	—				—		68				4
Net amounts presented on the balance sheet	21		271		9		(62)		(69)		(4)
Additional cash collateral for commodity contracts not subject to rate recovery			38						—
Additional cash collateral for commodity contracts subject to rate recovery	23				—		—				—
Total	$	44	$	309	$	9	$	(62)	$	(69)	$	(4)
SDG&E:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery	$	4			$	8	$	(12)			$	(5)
Associated offsetting commodity contracts	—				(1)		—				1
Associated offsetting cash collateral	—				—		12				4
Net amounts presented on the balance sheet	4				7		—				—
Additional cash collateral for commodity contracts subject to rate recovery	13				—		—				—
Total	$	17			$	7	$	—			$	—
SoCalGas:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery	$	21			$	3	$	(122)			$	(5)
Associated offsetting commodity contracts	(4)				(1)		4				1
Associated offsetting cash collateral	—				—		56				—
Net amounts presented on the balance sheet	17				2		(62)				(4)
Additional cash collateral for commodity contracts subject to rate recovery	10				—		—				—
Total	$	27			$	2	$	(62)			$	(4)

2025 Form 10-K | F-108

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DERIVATIVE INSTRUMENTS ON THE CONSOLIDATED BALANCE SHEETS (CONTINUED)
(Dollars in millions)
	December 31, 2024
	Other current assets		Other long-term assets		Other current liabilities		Deferred credits and other
Sempra:
Derivatives designated as hedging instruments:
Interest rate instruments	$	7	$	28	$	—	$	—
Foreign exchange instruments	4		1		—		—
Derivatives not designated as hedging instruments:
Interest rate instruments	12		246		—		—
Commodity contracts not subject to rate recovery	16		23		(21)		(43)
Associated offsetting commodity contracts	(15)		(23)		15		23
Commodity contracts subject to rate recovery	7		4		(55)		(10)
Associated offsetting commodity contracts	(5)		(2)		5		2
Associated offsetting cash collateral	—		—		10		4
Net amounts presented on the balance sheet	26		277		(46)		(24)
Additional cash collateral for commodity contracts not subject to rate recovery	40		—		—		—
Additional cash collateral for commodity contracts subject to rate recovery	25		—		—		—
Total(1)	$	91	$	277	$	(46)	$	(24)
SDG&E:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery	$	4	$	4	$	(13)	$	(6)
Associated offsetting commodity contracts	(2)		(2)		2		2
Associated offsetting cash collateral	—		—		10		4
Net amounts presented on the balance sheet	2		2		(1)		—
Additional cash collateral for commodity contracts subject to rate recovery	21		—		—		—
Total(1)	$	23	$	2	$	(1)	$	—
SoCalGas:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery	$	3	$	—	$	(42)	$	(4)
Associated offsetting commodity contracts	(3)		—		3		—
Net amounts presented on the balance sheet	—		—		(39)		(4)
Additional cash collateral for commodity contracts subject to rate recovery	4		—		—		—
Total	$	4	$	—	$	(39)	$	(4)

(1) Normal purchase contracts previously measured at fair value are excluded.

2025 Form 10-K | F-109

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The following table includes the effects of derivative instruments designated as hedges on the Consolidated Statements of Operations and in OCI and AOCI.


HEDGE IMPACTS
(Dollars in millions)
	Pretax (loss) gain recognized in OCI							Pretax gain (loss) reclassified from AOCI into earnings
	Years ended December 31,							Years ended December 31,
	2025		2024		2023		Location	2025		2024		2023
Sempra:
Cash flow hedges:
Interest rate instruments	$	(2)	$	36	$	45	Interest expense	$	7	$	11	$	(1)
Interest rate instruments	(29)		21		20		Equity earnings(1)	10		23		48
Foreign exchange instruments	(13)		14		(2)		Revenues: Energy- related businesses	(3)		5		(1)
							Other income, net	(2)		2		(2)
Foreign exchange instruments	(13)		12		(3)		Equity earnings(1)	(5)		6		(2)
Interest rate and foreign exchange instruments	—		—		7		Interest expense	—		—		1
							Other income, net	—		—		6
Fair value hedges:
Foreign exchange instruments	(27)		2		—		Equity earnings(1)	—		—		—
Total	$	(84)	$	85	$	67		$	7	$	47	$	49
SoCalGas:
Cash flow hedges:
Interest rate instruments	$	—	$	—	$	—	Interest expense	$	(1)	$	(1)	$	(1)

(1) Equity earnings at Oncor Holdings and our foreign equity method investees are recognized after tax.

For Sempra, we expect that net losses before NCI of $2 million, which are net of income tax benefit and include amounts related to the disposal group that is classified as held for sale, that are currently recorded in AOCI (with net gains of $1 million attributable to NCI) related to cash flow hedges will be reclassified into earnings during the next 12 months as the hedged items affect earnings. SoCalGas expects that $1 million of losses, net of income tax benefit, that are currently recorded in AOCI related to cash flow hedges will be reclassified into earnings during the next 12 months as the hedged items affect earnings. Actual amounts ultimately reclassified into earnings depend on the interest rates and foreign currency rates in effect when derivative contracts mature.

At December 31, 2025, the maximum length of time over which Sempra is hedging its exposure to the variability in future cash flows for forecasted transactions, excluding those forecasted transactions related to the payment of variable interest on existing financial instruments, is approximately one year.

2025 Form 10-K | F-110

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The following table summarizes the effects of derivative instruments not designated as hedging instruments on the Consolidated Statements of Operations.


UNDESIGNATED DERIVATIVE IMPACTS
(Dollars in millions)
		Pretax (loss) gain on derivatives recognized in earnings
		Years ended December 31,
	Location	2025		2024		2023
Sempra:
Commodity contracts not subject to rate recovery	Revenues: Energy-related businesses	$	(6)	$	223	$	919
Commodity contracts not subject to rate recovery	Energy-related business cost of sales	(1)		—		—
Commodity contracts subject to rate recovery	Cost of natural gas	(149)		(56)		(288)
Commodity contracts subject to rate recovery	Cost of electric fuel and purchased power	(14)		(41)		15
Interest rate instruments	Interest expense	—		243		(47)

Total		$	(170)	$	369	$	599
SDG&E:
Commodity contracts subject to rate recovery	Cost of electric fuel and purchased power	$	(14)	$	(41)	$	15
SoCalGas:
Commodity contracts subject to rate recovery	Cost of natural gas	$	(149)	$	(56)	$	(288)

CREDIT RISK RELATED CONTINGENT FEATURES

For Sempra, SDG&E and SoCalGas, certain of our derivative instruments contain credit limits which vary depending on our credit ratings. Generally, these provisions, if applicable, may reduce our credit limit if a specified credit rating agency reduces our ratings. In certain cases, if our credit ratings were to fall below investment grade, the counterparty to these derivative liability instruments could request immediate payment or demand immediate and ongoing full collateralization.

For Sempra, the total fair value of this group of derivative instruments in a liability position at December 31, 2025 and 2024 is $190 million and $122 million, respectively. For SDG&E, the total fair value of this group of derivative instruments in a liability position is negligible at both December 31, 2025 and 2024. For SoCalGas, the total fair value of this group of derivative instruments in a liability position at December 31, 2025 and 2024 is $47 million and $42 million, respectively. At December 31, 2025, if the credit ratings of Sempra or SoCalGas were reduced below investment grade, $189 million and $47 million, respectively, of additional assets could be required to be posted as collateral for these derivative contracts.

For Sempra, SDG&E and SoCalGas, some of our derivative contracts contain a provision that would permit the counterparty, in certain circumstances, to request adequate assurance of our performance under the contracts. Such additional assurance, if needed, is not material and is not included in the amounts above.

2025 Form 10-K | F-111

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NOTE 11. FAIR VALUE MEASUREMENTS

RECURRING FAIR VALUE MEASURES

The tables below set forth our financial assets and liabilities, by level within the fair value hierarchy, that were accounted for at fair value on a recurring basis at December 31, 2025 and 2024. We classify financial assets and liabilities in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair-valued assets and liabilities and their placement within the fair value hierarchy.

The determination of fair values, shown in the tables below, incorporates various factors, including but not limited to, the credit standing of the counterparties involved and the impact of credit enhancements (such as cash deposits, letters of credit and priority interests).

Our financial assets and liabilities that were accounted for at fair value on a recurring basis in the tables below include the following:

▪Nuclear decommissioning trusts reflect the assets of SDG&E’s NDT, excluding accounts receivable and accounts payable. A third-party trustee values the trust assets using prices from a pricing service based on a market approach. We validate these prices by comparison to prices from other independent data sources. Securities are valued using quoted prices listed on nationally recognized securities exchanges or based on closing prices reported in the active market in which the identical security is traded (Level 1). Other securities are valued based on yields that are currently available for comparable securities of issuers with similar credit ratings (Level 2).

▪For commodity contracts, interest rate instruments and foreign exchange instruments, we primarily use a market or income approach with market participant assumptions to value these derivatives. Market participant assumptions include those about risk, and the risk inherent in the inputs to the valuation techniques. These inputs can be readily observable, market corroborated, or generally unobservable. We have exchange-traded derivatives that are valued based on quoted prices in active markets for the identical instruments (Level 1). We also may have other commodity derivatives that are valued using industry standard models that consider quoted forward prices for commodities, time value, current market and contractual prices for the underlying instruments, volatility factors, and other relevant economic measures (Level 2). Level 3 recurring items relate to CRRs at SDG&E, as we discuss below in “Level 3 Information – SDG&E” and natural gas derivatives at Sempra Infrastructure, as we discuss below in “Level 3 Information – Other Sempra.” We further discuss derivative assets and liabilities in Note 10.

▪Rabbi Trust investments include short-term investments that consist of money market and mutual funds that we value using a market approach based on closing prices reported in the active market in which the identical security is traded (Level 1).

▪As we discuss in Note 16, in July 2020, Sempra entered into the Support Agreement for the benefit of CFIN. We measure the Support Agreement, which includes a guarantee obligation, a put option and a call option, net of related guarantee fees, at fair value on a recurring basis. We use a discounted cash flow model to value the Support Agreement, net of related guarantee fees. Because some of the inputs that are significant to the valuation are less observable, the Support Agreement is classified as Level 3, as we describe below in “Level 3 Information – Other Sempra.”

2025 Form 10-K | F-112

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RECURRING FAIR VALUE MEASURES
(Dollars in millions)
	Level 1		Level 2		Level 3		Netting(1)		Total
	Fair value at December 31, 2025
Sempra:
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents	$	9	$	3	$	—			$	12
Equity securities	285		3		—				288
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies	28		19		—				47
Municipal bonds	—		300		—				300
Other securities	—		255		—				255
Total debt securities	28		574		—				602
Total nuclear decommissioning trusts(2)	322		580		—				902
Short-term investments held in Rabbi Trust	49		—		—				49
Support Agreement, net of related guarantee fees	—		—		41				41



Commodity contracts subject to rate recovery	2		24		10		$	17	53
	373		604		51		17		1,045
Assets held for sale:
Interest rate instruments	—		267		—		—		267

Commodity contracts not subject to rate recovery	—		8		1		33		42
Total assets held for sale	—		275		1		33		309
Total assets	$	373	$	879	$	52	$	50	$	1,354
Liabilities:



Commodity contracts subject to rate recovery	$	37	$	107	$	—	$	(78)	$	66

Liabilities held for sale:

Foreign exchange instruments	—		8		—		—		8
Commodity contracts not subject to rate recovery	—		10		56		(5)		61
Total liabilities held for sale	—		18		56		(5)		69
Total liabilities	$	37	$	125	$	56	$	(83)	$	135

	Fair value at December 31, 2024
Sempra:
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents	$	8	$	2	$	—			$	10
Equity securities	295		3		—				298
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies	41		26		—				67
Municipal bonds	—		287		—				287
Other securities	—		228		—				228
Total debt securities	41		541		—				582
Total nuclear decommissioning trusts(2)	344		546		—				890
Short-term investments held in Rabbi Trust	64		—		—				64
Support Agreement, net of related guarantee fees	—		—		25				25
Interest rate instruments	—		293		—		$	—	293
Foreign exchange instruments	—		5		—		—		5
Commodity contracts not subject to rate recovery	—		39		—		2		41
Commodity contracts subject to rate recovery	6		1		4		18		29
Total assets	$	414	$	884	$	29	$	20	$	1,347
Liabilities:
Commodity contracts not subject to rate recovery	$	1	$	63	$	—	$	(38)	$	26
Commodity contracts subject to rate recovery	20		45		—		(21)		44
Total liabilities	$	21	$	108	$	—	$	(59)	$	70

(1) Includes the effect of the contractual ability to settle contracts under master netting agreements and with cash collateral, as well as cash collateral not offset.

(2) Excludes receivables (payables), net.

2025 Form 10-K | F-113

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RECURRING FAIR VALUE MEASURES
(Dollars in millions)
	Level 1		Level 2		Level 3		Netting(1)		Total
	Fair value at December 31, 2025
SDG&E:
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents	$	9	$	3	$	—			$	12
Equity securities	285		3		—				288
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies	28		19		—				47
Municipal bonds	—		300		—				300
Other securities	—		255		—				255
Total debt securities	28		574		—				602
Total nuclear decommissioning trusts(2)	322		580		—				902
Commodity contracts subject to rate recovery	2		—		10		$	12	24
Total	$	324	$	580	$	10	$	12	$	926
Liabilities:
Commodity contracts subject to rate recovery	$	17	$	—	$	—	$	(17)	$	—

	Fair value at December 31, 2024
SDG&E:
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents	$	8	$	2	$	—			$	10
Equity securities	295		3		—				298
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies	41		26		—				67
Municipal bonds	—		287		—				287
Other securities	—		228		—				228
Total debt securities	41		541		—				582
Total nuclear decommissioning trusts(2)	344		546		—				890
Commodity contracts subject to rate recovery	4		—		4		$	17	25
Total	$	348	$	546	$	4	$	17	$	915
Liabilities:
Commodity contracts subject to rate recovery	$	18	$	1	$	—	$	(18)	$	1

(1) Includes the effect of the contractual ability to settle contracts under master netting agreements and with cash collateral, as well as cash collateral not offset.

(2) Excludes receivables (payables), net.

2025 Form 10-K | F-114

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RECURRING FAIR VALUE MEASURES
(Dollars in millions)
	Level 1		Level 2		Level 3		Netting(1)		Total
	Fair value at December 31, 2025
SoCalGas:
Assets:
Commodity contracts subject to rate recovery	$	—	$	24	$	—	$	5	$	29
Liabilities:
Commodity contracts subject to rate recovery	$	20	$	107	$	—	$	(61)	$	66

	Fair value at December 31, 2024
SoCalGas:
Assets:
Commodity contracts subject to rate recovery	$	2	$	1	$	—	$	1	$	4
Liabilities:
Commodity contracts subject to rate recovery	$	2	$	44	$	—	$	(3)	$	43

(1) Includes the effect of the contractual ability to settle contracts under master netting agreements and with cash collateral, as well as cash collateral not offset.

Level 3 Information

SDG&E

The table below sets forth reconciliations of changes in the fair value of CRRs classified as Level 3 in the fair value hierarchy for Sempra and SDG&E.


LEVEL 3 RECONCILIATIONS(1)
(Dollars in millions)
	2025		2024		2023
Balance at January 1	$	4	$	10	$	35
Realized and unrealized gains (losses), net	2		(10)		(17)
Allocated transmission instruments	8		3		(1)
Settlements	(4)		1		(7)
Balance at December 31	$	10	$	4	$	10
Change in unrealized gains (losses) relating to instruments still held at December 31	$	—	$	(4)	$	(13)

(1) Excludes the effect of the contractual ability to settle contracts under master netting agreements and cash collateral.

Realized gains and losses associated with CRRs, which are recoverable in rates, are recorded in Cost of Electric Fuel and Purchased Power on the Consolidated Statements of Operations. Because unrealized gains and losses are recorded as regulatory assets and liabilities, they do not affect earnings. Inputs used to determine the fair value of CRRs are reviewed and compared with market conditions to determine reasonableness.

CRRs are recorded at fair value based almost entirely on the most current auction prices published by the California ISO, an objective source. Annual auction prices are published once a year, typically in the middle of November, and are the basis for valuing CRRs settling in the following year. For the CRRs settling from January 1 to December 31, the auction price inputs, at a given location, were in the following ranges for the years indicated below:


CONGESTION REVENUE RIGHTS AUCTION PRICE INPUTS

Settlement year		Price per MWh					Median price per MWh
2026	$	(0.31)	to	$	13.76	$	4.05
2025		(7.38)	to		15.54		0.01
2024		(3.69)	to		9.55		(0.44)

2025 Form 10-K | F-115

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The impact associated with discounting is not significant. Because these auction prices are a less observable input, these instruments are classified as Level 3. The fair value of these instruments is derived from auction price differences between two locations. Positive values between two locations represent expected future reductions in congestion costs, whereas negative values between two locations represent expected future charges. Valuation of our CRRs is sensitive to a change in auction price. If auction prices at one location increase (decrease) relative to another location, this could result in a significantly higher (lower) fair value measurement. We summarize CRR volumes in Note 10.

Other Sempra

Support Agreement. The table below sets forth reconciliations of changes in the fair value of Sempra’s Support Agreement for the benefit of CFIN classified as Level 3 in the fair value hierarchy.


LEVEL 3 RECONCILIATIONS
(Dollars in millions)
	2025		2024		2023
Balance at January 1	$	25	$	23	$	17
Realized and unrealized gains (losses), net(1)	24		11		15
Settlements	(8)		(9)		(9)
Balance at December 31(2)	$	41	$	25	$	23
Change in unrealized gains (losses) relating to instruments still held at December 31	$	24	$	8	$	13

(1) Net gains are included in Interest Income and net losses are included in Interest Expense on Sempra’s Consolidated Statements of Operations.

(2) Balance at December 31, 2025 and 2024 includes $8 and $7, respectively, in Other Current Assets, and $33 and $18, respectively, in Other Long-Term Assets on Sempra’s Consolidated Balance Sheet.

The fair value of the Support Agreement, net of related guarantee fees, is based on a discounted cash flow model using a probability of default and survival methodology. Our estimate of fair value considers inputs such as third-party default rates, credit ratings, recovery rates, and risk-adjusted discount rates, which may be readily observable, market corroborated or generally unobservable inputs. Because CFIN’s credit rating and related default and survival rates are unobservable inputs that are significant to the valuation, the Support Agreement, net of related guarantee fees, is classified as Level 3. We assigned CFIN an internally developed credit rating of A2 and A3 at December 31, 2025 and 2024, respectively, and relied on default rate data published by Moody’s to assign a probability of default. A hypothetical change in the credit rating up or down one notch would not result in a significant change in the fair value of the Support Agreement.

Commodity contracts not subject to rate recovery. The table below sets forth a reconciliation of the change in the fair value of natural gas derivatives classified as Level 3 in the fair value hierarchy.


LEVEL 3 RECONCILIATION
(Dollars in millions)
	2025
Balance at January 1	$	—


Transfer from Level 2 to Level 3	(55)
Balance at December 31	$	(55)
Change in unrealized gains (losses) relating to instruments still held at December 31	$	—

At the end of the reporting period, we refined how we determine the fair value of certain natural gas derivatives to include significant unobservable inputs. Because these inputs are not based on observable market data, the instruments no longer meet the criteria for Level 2 classification. As a result, we transferred their fair value measurement from Level 2 to Level 3 in the fair value hierarchy. Realized and unrealized gains and losses associated with commodity contracts not subject to rate recovery are recorded in Revenues: Energy-Related Businesses or Energy-Related Businesses Cost of Sales on the Sempra Consolidated Statement of Operations.

We estimate the fair value of our natural gas derivatives using an income approach. These instruments are classified as Level 3 within the fair value hierarchy because their valuation relies on significant unobservable inputs. Key unobservable inputs include implied forward price curves at illiquid delivery locations and location-specific forward price adjustments. When observable market data is limited or unavailable at these illiquid delivery points, we apply industry-standard valuation methodologies to develop unobservable inputs that maximize the use of observable information, including extrapolation and the use of historical market data and other relevant information.

2025 Form 10-K | F-116

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The following table presents information about the significant unobservable inputs used in the valuation of our Level 3 natural gas derivatives at December 31, 2025:


QUANTITATIVE INFORMATION ABOUT LEVEL 3 FAIR VALUE MEASUREMENT

	Fair value (in millions)		Valuation technique	Unobservable input	Range					Weighted average
Commodity contracts not subject to rate recovery	$	(55)	Income approach	Forward natural gas price per MMBtu	$	0.29	–	$	2.41	$	1.61

The valuation of our natural gas derivatives is sensitive to changes in forward pricing and location-specific price adjustments. Generally, significant increases or decreases in forward pricing, in isolation, would decrease or increase, respectively, the fair value of the natural gas derivatives. We evaluate valuation inputs and assumptions at least quarterly and update inputs as necessary to reflect changes.

2025 Form 10-K | F-117

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Fair Value of Financial Instruments

The fair values of certain of our financial instruments (cash, current and noncurrent accounts receivable, amounts due to/from unconsolidated affiliates with original maturities of less than 90 days, dividends and accounts payable due in one year or less, short-term debt and customer deposits) approximate their carrying amounts because of the short-term nature of these instruments. Investments in life insurance contracts that we hold in support of our Supplemental Executive Retirement Plan, Cash Balance Restoration Plan and Employee and Director Savings Plan are carried at cash surrender values, which represent the amount of cash that could be realized under the contracts. The following table provides the carrying amounts and fair values of certain other financial instruments that are not recorded at fair value on the Consolidated Balance Sheets.


FAIR VALUE OF FINANCIAL INSTRUMENTS
(Dollars in millions)
	Carrying		Fair value
	amount		Level 1		Level 2		Level 3		Total
	December 31, 2025
Sempra:
Long-term note receivable(1)	$	369	$	—	$	—	$	366	$	366
Long-term amounts due to unconsolidated affiliates held for sale	477		—		463		—		463
Long-term debt held for sale(2)	7,925		—		7,611		—		7,611
Long-term debt(3)	29,867		—		28,282		—		28,282
SDG&E:
Long-term debt(4)	$	9,800	$	—	$	8,810	$	—	$	8,810
SoCalGas:
Long-term debt(5)	$	8,109	$	—	$	7,818	$	—	$	7,818

	December 31, 2024
Sempra:
Long-term note receivable(1)	$	351	$	—	$	—	$	334	$	334
Long-term amounts due to unconsolidated affiliates	352		—		324		—		324
Long-term debt(3)	32,899		—		30,193		—		30,193
SDG&E:
Long-term debt(4)	$	8,950	$	—	$	7,760	$	—	$	7,760
SoCalGas:
Long-term debt(5)	$	7,359	$	—	$	6,880	$	—	$	6,880

(1) Before allowances for credit losses of $4 and $5 at December 31, 2025 and 2024, respectively. Excludes unamortized transaction costs of $3 at both December 31, 2025 and 2024, respectively.

(2) After the effects of interest rate swaps. Before reductions of unamortized discount and debt issuance costs of $132 at December 31, 2025.

(3) After the effects of interest rate swaps at December 31, 2024. Before reductions of unamortized discount and debt issuance costs of $305 and $382 at December 31, 2025 and 2024, respectively, and excluding finance lease obligations of $1,293 and $1,315 at December 31, 2025 and 2024, respectively.

(4) Before reductions of unamortized discount and debt issuance costs of $97 and $95 at December 31, 2025 and 2024, respectively, and excluding finance lease obligations of $1,176 and $1,205 at December 31, 2025 and 2024, respectively.

(5) Before reductions of unamortized discount and debt issuance costs of $78 and $65 at December 31, 2025 and 2024, respectively, and excluding finance lease obligations of $117 and $110 at December 31, 2025 and 2024, respectively.

We provide the fair values for the securities held in the NDT related to SONGS in Note 15.

2025 Form 10-K | F-118

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NOTE 12. SEMPRA – CONTINGENTLY REDEEMABLE NONCONTROLLING INTEREST

SEMPRA INFRASTRUCTURE

Investor Equity Subscription

In September 2025, PA2 JVCo issued 49.9% of its equity interests to Blackstone for $3.4 billion in cash at closing and a commitment to fund an additional $3.6 billion of capital contributions on a pre-determined funding schedule whereby Blackstone’s capital contributions are scheduled prior to SI Partners capital contributions. SI Partners holds the remaining 50.1% of equity interests in PA2 JVCo, and has committed to fund up to $7.8 billion to PA2 JVCo to support its share of the budgeted PA LNG Phase 2 project construction costs. SI Partners will continue to consolidate PA2 JVCo and direct the activities related to the construction and future operation and maintenance of the PA LNG Phase 2 project. Following the closing, Sempra, Blackstone, KKR Pinnacle and ADIA each hold a 35.1%, 49.9%, 10% and 5% ownership interest, respectively, in the PA LNG Phase 2 project.

Upon closing the equity subscription, we received proceeds of $106 million and recorded an increase of $76 million in CRNCI, an increase of $9 million in NCI, and an increase of $16 million, net of $5 million in income tax expense, in Sempra’s shareholders’ equity. Additionally at closing, Blackstone paid its initial contribution and we received $3,166 million in cash, net of $168 million in transaction costs, and recorded an increase of $3,166 million in CRNCI.

Distributions and Earnings Allocation

Distributions from PA2 JVCo will be made quarterly from available cash to the members in accordance with their distribution percentages, which initially allocates 40.1% and 59.9% of distributions to SI Partners and Blackstone, respectively, until December 31, 2070, after which distributions convert to 50.1% and 49.9% to SI Partners and Blackstone, respectively. Blackstone is entitled to certain adjustments to its share of distributions upon the occurrence of certain events, including termination of LNG offtake contracts that have not been replaced within a specified timeframe, extended incidents of operational underperformance, or material breach of certain affiliate contracts. In the event of liquidation, distributions will continue to follow this allocation until Blackstone has achieved a contractually specified return on its contributed capital, after which such proceeds from liquidation are distributed to SI Partners and Blackstone proportionate to their ownership interest.

Earnings are generally allocated 40.1% to SI Partners and 59.9% to Blackstone, subject to adjustments to Blackstone’s share of distributions discussed above.

Call Rights and Redemption Features

Under the PA2 JVCo LLCA, SI Partners has the right to appoint up to eight managers and Blackstone has the right to appoint up to two managers to PA2 JVCo’s board of managers, with voting power proportionate to their ownership interest. Blackstone has customary minority protections, including consent rights over significant actions such as amendments to the PA2 JVCo LLCA, incurrence of material indebtedness, and changes to the project budget.

Call Options. The PA2 JVCo LLCA provides SI Partners with several call rights to purchase Blackstone’s equity interest under certain conditions or upon the occurrence of certain contingent events, including if Blackstone fails to fund required capital contributions or becomes subject to specific disqualifying events, and during certain defined time periods. Blackstone has a reciprocal call right if SI Partners becomes subject to similar disqualifying events, generally at fair market value in a bankruptcy scenario or 75% of fair market value for other disqualifying events.

Contingent Redemption. Blackstone’s equity interest represents an NCI in PA2 JVCo and is classified as contingently redeemable because Blackstone has certain redemption and exit rights that are outside the control of SI Partners. These rights include, among others, the ability to require redemption upon (i) failure to complete construction by a specified date; (ii) sustained priority distributions to Blackstone above specified thresholds and for specified time periods as a result of extended periods of operational underperformance exceeding certain thresholds, termination of LNG offtake contracts that have not been replaced within a specified timeframe, or material breach of certain affiliate contracts; or (iii) the occurrence of certain monetization events, including a third-party sale of PA2 JVCo.

2025 Form 10-K | F-119

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Because these redemption features are contingent on events not solely within SI Partners’ control, we present Blackstone’s equity interest as a CRNCI, which appears between liabilities and equity in the mezzanine section of Sempra’s Consolidated Balance Sheet. We initially recorded the CRNCI at the amount for which Blackstone has a claim on the underlying net assets in liquidation at book value. At December 31, 2025, the CRNCI is not currently redeemable, nor is it probable that it will become redeemable because the forecasted completion of the PA LNG Phase 2 project is highly unlikely to occur beyond the contractually specified date in which Blackstone’s ownership interest becomes redeemable; therefore, we did not accrete the CRNCI to its redemption value. If it becomes probable that the CRNCI will become redeemable, we will make a policy election at that time regarding our accounting method of accreting the CRNCI to its redemption value.

Either party may propose a third-party sale or other monetization event. Proceeds from such a sale or monetization event are generally allocated 40.1% to SI Partners and 59.9% to Blackstone until Blackstone achieves a contractually specified return on its contributed capital, and thereafter 90% to SI Partners and 10% to Blackstone.

Contributions

In addition to the $3,166 million contribution made in September 2025 that we discuss above, Blackstone contributed $2,082 million in December 2025, both of which were recorded as increases to CRNCI.

Allocation of Interests

Upon reaching a positive FID in September 2025, Port Arthur LNG II paid $1.9 billion to Port Arthur LNG I for a 50% ownership interest in shared common facilities located at the site of the natural gas liquefaction projects. As a result, claim on the underlying common facilities in liquidation is split equally between the PA LNG Phase 1 project and the PA LNG Phase 2 project. However, although the ultimate cost of the common facilities will be split equally between the PA LNG Phase 1 project and the PA LNG Phase 2 project upon completion of the PA LNG Phase 2 project, payments for construction costs associated with the common facilities may be made by one project on behalf of both, necessitating an allocation of the appropriate claim on the underlying common facilities between the PA LNG Phase 1 project and the PA LNG Phase 2 project.

Because ownership interests in SI Partners, its subsidiaries and their projects differ by percentage and consolidation level, the allocation of claims on the underlying net assets must be further allocated among the respective owners.

To effect the allocation of interests in the year ended December 31, 2025, we recorded a decrease in CRNCI of $2,115 million, an increase in NCI of $673 million and an increase in Sempra’s shareholders’ equity of $1,073 million, net of $369 million in income tax expense.

NOTE 13. EQUITY AND EARNINGS PER COMMON SHARE

PREFERRED STOCK

Sempra and SDG&E are authorized to issue up to 50,000,000 and 45,000,000 shares of preferred stock, respectively. At December 31, 2025, Sempra had no preferred stock outstanding. At December 31, 2025 and 2024, SDG&E had no preferred stock outstanding. The rights, preferences, privileges and restrictions for any new series of preferred stock would be established by each company’s board of directors at the time of issuance. We discuss SoCalGas preferred stock below.

Sempra Series C Preferred Stock

At December 31, 2024, Sempra had 900,000 shares of series C preferred stock outstanding. In 2025, Sempra provided notice of the redemption of all 900,000 issued and outstanding shares of our series C preferred stock for a redemption price of $1,000 per share, and paid $900 million with proceeds received from our August 2025 issuance of junior subordinated notes and short-term debt, which we discuss in Note 7. Upon notice of the redemption, we recognized $11 million of capitalized underwriting discounts and equity issuance costs in Preferred Deemed Dividends on the Sempra Consolidated Statement of Operations.

On February 23, 2026, Sempra filed restated articles of incorporation that implemented the revocation of the series C preferred stock, such that the number of authorized shares of such series is decreased to zero and it is no longer an authorized series of Sempra’s capital stock.

2025 Form 10-K | F-120

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SoCalGas Preferred Stock

SoCalGas is authorized to issue up to an aggregate of 11,000,000 shares of preferred stock, series preferred stock and preference stock. The table below presents preferred stock outstanding at SoCalGas:


PREFERRED STOCK OUTSTANDING
(Dollars in millions, except per share amounts)
	December 31,
	2025		2024
$25 par value, authorized 1,000,000 shares:
6% Series, 79,011 shares outstanding	$	3	$	3
6% Series A, 783,032 shares outstanding	19		19
SoCalGas - Total preferred stock	22		22
Less: 50,970 shares of the 6% Series outstanding owned by Pacific Enterprises	(2)		(2)
Sempra - Total preferred stock of subsidiary	$	20	$	20

None of SoCalGas’ outstanding preferred stock is callable, and no shares are subject to mandatory redemption.

All outstanding shares have one vote per share, cumulative preferences as to dividends and liquidation preferences of $25 per share plus any unpaid dividends.

In addition to the outstanding preferred stock above, SoCalGas’ articles of incorporation authorize 5,000,000 shares of series preferred stock and 5,000,000 shares of preference stock, both without par value and with cumulative preferences as to dividends and liquidation value. The preference stock would rank junior to all series of preferred stock and series preferred stock. Other rights and privileges of any new series of such stock would be established by the SoCalGas board of directors at the time of issuance.

The preferred stock at SoCalGas is presented at Sempra as NCI. Sempra records charges against income related to NCI for preferred dividends declared by SoCalGas.

COMMON STOCK

We are authorized to issue 1,125,000,000 shares of Sempra’s no par value common stock. The following table provides common stock activity for the last three years.


COMMON STOCK ACTIVITY

	2025	2024	2023
Sempra:
Common shares outstanding, January 1	650,629,876	631,431,732	628,669,356
Shares issued under forward sale agreements	—	17,142,858	—
Shares issued to underwriters to cover overallotments	—	—	2,099,152
RSUs vesting(1)	1,571,512	1,320,561	941,910
Stock options exercised	—	143,944	—
Common stock investment plan(2)	1,067,446	1,151,877	1,730
Issuance of RSUs held in our deferred compensation plans	147,582	128,207	132,178
Shares repurchased(3)	(684,748)	(689,303)	(412,594)
Common shares outstanding, December 31	652,731,668	650,629,876	631,431,732

(1) Includes dividend equivalents.

(2) Participants in the Direct Stock Purchase Plan may reinvest dividends to purchase newly issued shares.

(3) Includes shares repurchased under repurchase programs and shares withheld from LTIP participants and individuals exercising stock options in 2024 to satisfy minimum statutory tax withholding requirements.

2025 Form 10-K | F-121

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COMMON STOCK OFFERINGS

ATM Program

In November 2024, we established an ATM program providing for the offer and sale of shares of Sempra common stock having an aggregate gross sales price of up to $3.0 billion through agents acting as our sales agents or as forward sellers or directly to the agents as principals. The shares may be offered and sold in amounts and at times to be determined by us from time to time. The agents will be entitled to a commission that will not exceed 1.0% of the gross sales price of all shares sold through it as agent pursuant to the Sales Agreement.

Under the ATM program, we may enter into separate forward sale agreements with affiliates of the agents as forward purchasers. We expect to fully physically settle each forward sale agreement. However, we will generally have the right, subject to certain exceptions, to elect to cash settle or net share settle all or any portion of our obligations under any such forward sale agreement. With respect to forward sale agreements with any forward purchaser, we expect that such forward purchaser (or its affiliate) will attempt to borrow from third parties and sell, through the relevant agent acting as sales agent for such forward purchaser, shares of our common stock to hedge such forward purchaser’s exposure under such forward sale agreement. We will not receive any proceeds from any sale of shares borrowed by a forward purchaser (or its affiliate) and sold through a forward seller. The forward seller will receive a commission, in the form of a reduction to the initial forward price under the related forward sale agreement, at a mutually agreed rate that will not exceed (subject to certain exceptions) 1.0% of the volume-weighted average of the gross sales price per share of all of the borrowed shares of Sempra common stock sold through such forward seller.

We intend to use a substantial portion of the net proceeds we receive from the issuance and sale by us of any shares of our common stock to or through the agents and any net proceeds we receive through the settlement of any forward sale agreements with the forward purchasers for working capital and other general corporate purposes, including to partly finance our long-term capital plan and to repay outstanding commercial paper and potentially other indebtedness. At December 31, 2025, approximately $2.6 billion of common stock remained available for sale under the ATM program, which reflects the forward sale agreements that we describe below.

Forward Sale Agreements

Since establishing the ATM program, an aggregate of 4,996,591 shares have been sold under the forward sale agreements described below with an average initial forward price of $83.175 per share. Such average initial forward price is weighted to take into account the number of shares sold under each forward sale agreement.

In the fourth quarter of 2024, we entered into a forward sale agreement under the ATM program with Bank of America, N.A. as forward purchaser. From time to time during the quarter at our instruction, the forward purchaser borrowed, and an affiliate of the forward purchaser sold, 2,909,274 shares of Sempra common stock under this agreement. At the initial forward price of $92.1546 per share, the proceeds from this forward sale agreement if we elect full physical settlement would be approximately $268 million (net of sales commissions of approximately $2.4 million, but before deducting equity issuance costs, and subject to certain adjustments pursuant to the forward sale agreements). At December 31, 2025, a total of 2,909,274 shares of Sempra common stock remain subject to future settlement under this forward sale agreement, which may be settled on one or more dates specified by us no later than June 30, 2026.

In the first quarter of 2025, we entered into a forward sale agreement under the ATM program with Wells Fargo Bank, N.A. as forward purchaser. From time to time during the quarter at our instruction, the forward purchaser borrowed, and an affiliate of the forward purchaser sold, 2,087,317 shares of Sempra common stock under this agreement. At the initial forward price of $70.6593 per share, the proceeds from this forward sale agreement if we elect full physical settlement would be approximately $147 million (net of sales commissions of approximately $1.3 million, but before deducting equity issuance costs, and subject to certain adjustments pursuant to the forward sale agreements). At December 31, 2025, a total of 2,087,317 shares of Sempra common stock remain subject to future settlement under this forward sale agreement, which may be settled on one or more dates specified by us no later than March 31, 2027.

The shares offered pursuant to the forward sale agreements were borrowed by the applicable forward purchaser and therefore were not newly issued shares. We did not initially receive any proceeds from the sale of shares pursuant to the forward sale agreements. Although we may settle the forward sale agreements entirely by the physical delivery of shares of our common stock in exchange for cash proceeds, we may, subject to certain conditions, elect cash settlement or net share settlement for all or a portion of our obligations under the forward sale agreements. The forward sale agreements are also subject to acceleration by the applicable forward purchaser upon the occurrence of certain events.

2025 Form 10-K | F-122

Tab le of Cont ents

November 2023 Common Stock Offering and Forward Sale Agreements

In November 2023, we completed the offering of 19,242,010 shares of our common stock, no par value, in a registered public offering at $70.00 per share ($68.845 per share after deducting underwriting discounts), 17,142,858 shares of which were pursuant to forward sale agreements with an affiliate of Morgan Stanley & Co. LLC and an affiliate of Citigroup Global Markets Inc. (the November 2023 forward purchasers). The shares offered pursuant to the forward sale agreements were borrowed by the underwriters and therefore are not newly issued shares. The underwriters of the offering partially exercised the option we granted them and purchased 2,099,152 shares of common stock directly from us solely to cover overallotments. We received net proceeds of $144 million (net of underwriting discounts and equity issuance costs of $3 million) from the sale of shares to cover overallotments. We did not initially receive any proceeds from the sale of shares pursuant to the forward sale agreements. We used the net proceeds from the sale of the overallotment shares to fund working capital and for other general corporate purposes, including to partly finance our long-term capital plan and to repay commercial paper and other indebtedness.

In December 2024, upon full physical settlement of the forward sale agreements from our November 2023 offering, we received net proceeds of $1.2 billion (net of underwriting discounts and equity issuance costs of $20 million) from the issuance of 17,142,858 shares of Sempra common stock at a forward price of $69.2195 per share. We used the net proceeds from our common stock issued pursuant to the forward sale agreements to fund working capital and for other general corporate purposes, including to partly finance our long-term capital plan and to repay commercial paper and other indebtedness.

COMMON STOCK REPURCHASES

On July 6, 2020, our board of directors authorized the repurchase of shares of our common stock at any time and from time to time in an aggregate amount not to exceed the lesser of $2.0 billion or amounts spent to purchase no more than 25,000,000 shares. As of February 26, 2026, a maximum of $1.25 billion and no more than 19,632,529 shares may yet be purchased under this repurchase authorization.

In 2025, 2024 and 2023, we withheld 684,748 shares for $58 million, 689,303 shares for $43 million and 412,594 shares for $32 million, respectively, of our common stock that would otherwise be issued to LTIP participants and individuals exercising stock options in 2024 who do not elect otherwise upon the vesting of RSUs and exercise of stock options in an amount sufficient to satisfy minimum statutory tax withholding requirements. Such share withholding is considered a share repurchase for accounting purposes. The repurchases do not fall under the July 6, 2020 repurchase authorization.

2025 Form 10-K | F-123

Tab le of Cont ents

EARNINGS PER COMMON SHARE

Basic EPS is calculated by dividing earnings attributable to common shares by the weighted-average number of common shares outstanding for the period. Diluted EPS includes the potential dilution of common stock equivalent shares that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.


EARNINGS PER COMMON SHARE COMPUTATIONS
(Dollars in millions, except per share amounts; shares in thousands)
	Years ended December 31,
	2025		2024		2023
Sempra:
Numerator:
Earnings attributable to common shares	$	1,796	$	2,817	$	3,030

Denominator:
Weighted-average common shares outstanding for basic EPS(1)	652,697		633,795		630,296
Dilutive effect of common shares sold forward	209		2,036		96
Dilutive effect of stock options and RSUs(2)	920		2,112		2,341
Weighted-average common shares outstanding for diluted EPS	653,826		637,943		632,733

EPS:
Basic	$	2.75	$	4.44	$	4.81
Diluted	$	2.75	$	4.42	$	4.79

(1) Includes fully vested RSUs held in our deferred compensation plan of 500 in 2025, 617 in 2024 and 717 in 2023. These fully vested RSUs are included in weighted-average common shares outstanding for basic EPS because there are no conditions under which the corresponding shares will not be issued.

(2) Due to market fluctuations of both Sempra common stock and the comparative indices used to determine the vesting percentage of our total shareholder return performance-based RSUs, which we discuss in Note 14, dilutive RSUs may vary widely from period-to-period.

The potentially dilutive impact from stock options and RSUs is calculated under the treasury stock method. Under this method, proceeds based on the exercise price and unearned compensation are assumed to be used to repurchase shares on the open market at the average market price for the period, reducing the number of potential new shares to be issued and sometimes causing an antidilutive effect. The computation of diluted EPS for 2025, 2024 and 2023 excludes potentially dilutive shares related to stock options and RSUs of 567,653, 747,724 and 502,942, respectively, because to include them would be antidilutive for the period. However, these shares could potentially dilute basic EPS in the future.

The potentially dilutive impact from the forward sale of our common stock pursuant to the forward sale agreements that we discuss above is reflected in our diluted EPS calculation using the treasury stock method. We anticipate there will be a dilutive effect on our EPS when the average market price of our common stock shares is above the applicable adjusted forward price, subject to increase or decrease based on the overnight bank funding rate, less a spread, and subject to decrease by amounts related to expected dividends on shares of our common stock during the term of the forward sale agreements. Additionally, if we decide to physically settle or net share settle the forward sale agreements, delivery of our shares to the forward purchasers on any such physical settlement or net share settlement of the forward sale agreements would result in dilution to our EPS.

NONCONTROLLING INTERESTS

Ownership interests in a consolidated entity that are held by unconsolidated owners are accounted for and reported as NCI.

In 2025, 2024 and 2023, Sempra Infrastructure distributed $609 million, $297 million and $730 million, respectively, to its NCI owners, and NCI owners contributed $327 million, $1,235 million and $1,770 million, respectively, to Sempra Infrastructure.

2025 Form 10-K | F-124

Tab le of Cont ents

The following table summarizes net income attributable to Sempra and transfers (to) from CRNCI and NCI, which shows the effects of changes in Sempra’s ownership interest in its subsidiaries on Sempra’s shareholders’ equity. There were no transfers (to) from CRNCI and NCI in 2024.


NET INCOME ATTRIBUTABLE TO SEMPRA AND TRANSFERS (TO) FROM CRNCI AND NCI
(Dollars in millions)
	Years ended December 31,
	2025		2023
Sempra:
Net income attributable to Sempra	$	1,837	$	3,075
Transfers (to) from CRNCI and NCI:
Increase in shareholders’ equity from investor equity subscription	16		—
Increase in shareholders’ equity from allocation of interests(1)	1,073		—
Decrease in shareholders’ equity for sales of NCI	—		(49)
Net transfers (to) from CRNCI and NCI	1,089		(49)
Change from net income attributable to Sempra and transfers (to) from CRNCI and NCI	$	2,926	$	3,026

(1) We describe the allocation of interests in Note 12.

SI Partners

Sale of NCI to KKR Pinnacle

In connection with the October 2021 sale of NCI to KKR Pinnacle, KKR Pinnacle was entitled to a $200 million credit from Sempra to be applied to capital calls once an LNG project reached a positive FID and met certain projected internal rates of return. In 2023, KKR Pinnacle used $200 million of this credit to fund its share of contributions to SI Partners. As a result, we recorded a $200 million increase in equity held by NCI and a decrease in Sempra’s shareholders’ equity of $145 million, net of a tax benefit.

SI Partners Subsidiaries

Sale of NCI to KKR Denali

In September 2023, a subsidiary of SI Partners completed the sale of a 60% interest in an SI Partners subsidiary (resulting in a 42% NCI in the PA LNG Phase 1 project) to KKR Denali for aggregate cash consideration of $976 million, including post-closing adjustments. As a result of this sale, we recorded a $1.0 billion increase in equity held by NCI and a decrease in Sempra’s shareholders’ equity of $61 million, including $11 million in transaction costs and net of a $23 million tax benefit.

SI Partners’ and KKR Denali’s subsidiaries have made capital contribution commitments to fund their respective equity share of the equity funding amount of anticipated development costs of the PA LNG Phase 1 project, except in certain budget overrun scenarios.

Sale of NCI to ConocoPhillips Affiliate

In March 2023, a subsidiary of SI Partners completed the sale of a 30% interest in an SI Partners subsidiary (resulting in a 30% NCI in the PA LNG Phase 1 project) to an affiliate of ConocoPhillips for aggregate cash consideration of $254 million, including post-closing adjustments. As a result of this sale, we recorded a $234 million increase in equity held by NCI and an increase in Sempra’s shareholders’ equity of $12 million, net of $3 million in transaction costs and $5 million in tax expense.

SI Partners’ subsidiary and the ConocoPhillips affiliate have made certain customary capital contribution commitments to fund their respective pro rata equity share of the total anticipated capital calls for the equity portion of the anticipated development costs of the PA LNG Phase 1 project. In addition, both SI Partners and ConocoPhillips have provided guarantees relating to their respective affiliate’s commitment to make its pro rata equity share of capital contributions to fund 110% of the development budget of the PA LNG Phase 1 project, in an aggregate amount of up to $9.0 billion. SI Partners’ guarantee covers 70% of this amount plus enforcement costs of its guarantee. As of December 31, 2025, an aggregate amount of $2.7 billion has been paid by SI Partners’ subsidiary in satisfaction of its commitment to fund its portion of the development budget of the PA LNG Phase 1 project.

2025 Form 10-K | F-125

Tab le of Cont ents

NOTE 14. SHARE-BASED COMPENSATION

SEMPRA EQUITY COMPENSATION PLANS

Sempra has share-based compensation plans intended to align employee and shareholder objectives related to the long-term growth of Sempra. The plans permit a wide variety of share-based awards, including:

▪nonqualified stock options

▪incentive stock options

▪restricted stock awards

▪restricted stock units

▪stock appreciation rights

▪performance awards

▪stock payments

▪dividend equivalents

Eligible employees, including those from SDG&E and SoCalGas, participate in Sempra’s share-based compensation plans as a component of their compensation package.

In the three years ended December 31, 2025, Sempra had the following types of equity awards outstanding:

▪Nonqualified Stock Options: Options to purchase common stock have an exercise price equal to the market price of the common stock at the date of grant, are service-based, become exercisable over a three-year period and expire 10 years from the date of grant. Unvested option awards are subject to forfeiture following a termination of employment, except where the retirement criteria under such awards have been met and subject to certain other exceptions described below.

▪Performance-Based Restricted Stock Units: These RSU awards generally vest in Sempra common stock at the end of three-year performance periods based on Sempra’s total return to shareholders relative to that of specified market indices or based on the compound annual growth rate of Sempra’s EPS. The comparative market indices for the awards that vest based on total return to shareholders are the S&P 500 Utilities Index (excluding water companies) and the S&P 500 Index. For the awards that vest based on EPS growth, (i) awards issued in 2025 and 2024 are based on the percentile ranking of the compound annual growth rate of Sempra’s adjusted EPS relative to the EPS compound annual growth rate of companies in the S&P 500 Utilities Index (excluding water companies), and (ii) awards issued in 2023 are based on long-term analyst consensus EPS growth estimates for companies in the S&P 500 Utilities Index (excluding water companies). If Sempra’s total return to shareholders or EPS growth is below the target levels but above threshold performance levels, shares are subject to partial vesting on a pro rata basis. If Sempra’s total return to shareholders or EPS growth exceeds target levels, up to an additional 100% of the granted RSUs may be issued. These RSU awards are subject to forfeiture prior to vesting following a termination of employment, except where the retirement criteria under such awards have been met and subject to certain other exceptions described below.

▪Service-Based Restricted Stock Units: RSUs may also be service-based; these vest ratably over one-, two-, three- and four-year service periods. These awards are subject to earlier forfeiture upon termination of employment, subject to certain exceptions described below.

For awards that would otherwise be forfeited upon termination of employment, the Compensation and Talent Development Committee of Sempra’s board of directors may waive the forfeiture requirement and, with respect to options and service-based RSUs, may accelerate vesting. Awards are also subject to accelerated vesting under certain circumstances upon a change in control under the applicable LTIP, in accordance with severance pay agreements or to the extent otherwise required by the terms of the applicable award. Dividend equivalents on shares subject to RSUs are reinvested to purchase additional common shares that become subject to the same vesting conditions as the RSUs to which the dividends relate.

2025 Form 10-K | F-126

Tab le of Cont ents

SHARE-BASED AWARDS AND COMPENSATION EXPENSE

At December 31, 2025, 15,400,000 common shares were authorized, and 6,544,164 common shares were available for future grants of share-based awards, in each case under Sempra’s 2019 LTIP. Our practice is to satisfy share-based awards by issuing new shares rather than by open-market purchases.

We measure and recognize compensation expense for all share-based payment awards made to our employees and directors based on estimated fair values on the date of grant. We recognize compensation costs net of an estimated forfeiture rate (based on historical experience) and recognize the compensation costs for nonqualified stock options and RSUs on a straight-line basis over the requisite service period of the award, which is generally three years. However, for awards granted to retirement-eligible participants, the expense is recognized over the initial year in which the award was granted as the award requires service through the end of the year in which it was granted. For awards granted to participants who become eligible for retirement during the requisite service period, the expense is recognized over the period between the date of grant and the later of the end of the year in which the award was granted or the date the participant first becomes eligible for retirement. Substantially all awards outstanding are classified as equity instruments; therefore, we recognize additional paid in capital as we recognize the compensation expense associated with the awards. We recognize in earnings the tax benefits (or deficiencies) resulting from tax deductions that are in excess of (or less than) tax benefits related to compensation cost recognized for share-based payments.

Sempra subsidiaries record an expense for the plans to the extent that subsidiary employees participate in the plans and/or the subsidiaries are allocated a portion of the Sempra plans’ corporate staff costs. Total share-based compensation expense for all of Sempra’s share-based awards was comprised as follows:


SHARE-BASED COMPENSATION EXPENSE
(Dollars in millions)
	Years ended December 31,
	2025		2024		2023
Sempra:
Share-based compensation expense, before income taxes(1)	$	56	$	77	$	71
Income tax benefit(1)	(6)		(9)		(9)
	$	50	$	68	$	62

Capitalized share-based compensation cost	$	8	$	13	$	12
Excess income tax (benefit) deficiency	(15)		(9)		(6)
SDG&E:
Share-based compensation expense, before income taxes	$	8	$	12	$	13
Income tax benefit	(1)		(2)		(2)
	$	7	$	10	$	11

Capitalized share-based compensation cost	$	5	$	7	$	7
Excess income tax (benefit) deficiency	(3)		(1)		(1)
SoCalGas:
Share-based compensation expense, before income taxes	$	10	$	20	$	18
Income tax benefit	(2)		(4)		(3)
	$	8	$	16	$	15

Capitalized share-based compensation cost	$	3	$	6	$	5
Excess income tax (benefit) deficiency	(3)		(2)		(1)

(1) Includes activity of awards issued from the IEnova 2013 LTIP in the years ended December 31, 2024 and 2023, which settled in cash upon vesting based on the price of IEnova’s common stock.

2025 Form 10-K | F-127

Tab le of Cont ents

SEMPRA NONQUALIFIED STOCK OPTIONS

We use a Black-Scholes option-pricing model to estimate the fair value of each nonqualified stock option grant. The use of a valuation model requires us to make certain assumptions about selected model inputs. Expected volatility is calculated based on a blend of the historical and implied volatility of Sempra’s common stock price. The average expected term for options is based on the vesting schedule, contractual term of the option, expected employee exercise and post-termination behavior. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term estimated at the date of the grant. In 2025, 2024 and 2023, Sempra’s board of directors granted 303,614, 414,812 and 326,574 nonqualified stock options, respectively, that become exercisable over a three-year period. The weighted-average per-share fair value for options granted was $20.58, $16.43 and $17.50 in 2025, 2024 and 2023, respectively. To calculate this fair value, we used the Black-Scholes model with the following weighted-average assumptions:


KEY ASSUMPTIONS FOR STOCK OPTIONS GRANTED

	Years ended December 31,
	2025		2024		2023
Sempra:
Stock price volatility	26.85	%	26.49	%	27.35	%
Expected term	5.36 years		5.36 years		5.36 years
Risk-free rate of return	4.35	%	3.90	%	3.89	%
Annual dividend yield	2.85	%	3.14	%	2.98	%

The following table shows a summary of nonqualified stock options at December 31, 2025 and activity for the year then ended:


NONQUALIFIED STOCK OPTIONS

	Common shares under options	Weighted- average exercise price		Weighted- average remaining contractual term (in years)	Aggregate intrinsic value (in millions)
Sempra:
Outstanding at January 1, 2025	2,030,666	$	68.22
Granted	303,614	$	87.13
Outstanding at December 31, 2025	2,334,280	$	70.68	6.20	$	41

Vested or expected to vest at December 31, 2025	2,334,280	$	70.68	6.20	$	41
Exercisable at December 31, 2025	1,645,270	$	66.37	5.33	$	36

The aggregate intrinsic value at December 31, 2025 is the total of the difference between Sempra’s closing common stock price and the exercise price for all in-the-money options. The aggregate intrinsic value for nonqualified stock options exercised was:

▪zero in 2025

▪$4.4 million in 2024

▪zero in 2023

We expect a negligible amount of total compensation cost related to nonvested stock options not yet recognized as of December 31, 2025 to be recognized over a weighted-average period of 0.4 years. The weighted-average exercise price for nonqualified stock options granted in 2024 and 2023 was $75.82 and $76.86, respectively.

2025 Form 10-K | F-128

Tab le of Cont ents

SEMPRA RESTRICTED STOCK UNITS

We use Sempra’s common stock price at the grant date to estimate the fair value of our service-based RSUs and our RSUs that vest based on the compound annual growth rate of Sempra’s EPS.

We use a Monte-Carlo simulation model to estimate the fair value of our RSUs that vest based on Sempra’s total return to shareholders. Our determination of fair value is affected by the historical volatility of the common stock price for Sempra and its peer group companies. The valuation also is affected by the risk-free rates of return and a number of other variables. Below are key assumptions for RSUs granted in the last three years:


KEY ASSUMPTIONS FOR RSUs GRANTED

	Years ended December 31,
	2025		2024		2023
Sempra:
Stock price volatility	21.84	%	21.27	%	35.31	%
Risk-free rate of return	4.23	%	4.06	%	4.13	%

The following table shows a summary of RSUs at December 31, 2025 and activity for the year then ended:


RESTRICTED STOCK UNITS

	Performance-based restricted stock units			Service-based restricted stock units
	Units	Weighted- average grant-date fair value		Units	Weighted- average grant-date fair value
Sempra:
Nonvested at January 1, 2025	1,905,724	$	77.22	543,088	$	74.55
Granted	628,413	$	86.46	261,084	$	85.88
Vested	(603,506)	$	73.43	(299,620)	$	73.44
Forfeited	(71,070)	$	83.46	(27,515)	$	84.16
Nonvested at December 31, 2025(1)	1,859,561	$	81.33	477,037	$	80.89
Expected to vest at December 31, 2025	1,823,031	$	81.32	461,750	$	80.83

(1) Each RSU represents the right to receive one share of our common stock if applicable performance conditions are satisfied. For all performance-based RSUs, up to an additional 100% of the shares represented by the RSUs may be issued if Sempra exceeds target performance conditions.

In 2025, 2024 and 2023, the total fair value of RSU shares vested during the year was $66 million, $57 million and $52 million, respectively.

We expect $36 million of total compensation cost related to nonvested RSUs not yet recognized as of December 31, 2025 to be recognized over a weighted-average period of 1.90 years. The weighted-average per-share fair values for performance-based RSUs granted were $75.70 and $82.64 in 2024 and 2023, respectively. The weighted-average per-share fair values for service-based RSUs granted were $75.86 and $76.76 in 2024 and 2023, respectively.

2025 Form 10-K | F-129

Tab le of Cont ents

NOTE 15. SAN ONOFRE NUCLEAR GENERATING STATION

SDG&E has a 20% ownership interest in SONGS, a nuclear generating facility near San Clemente, California, which permanently ceased operations in June 2013 after an extended outage as a result of issues with the steam generators used in the facility. Edison, the majority owner and operator of SONGS, notified SDG&E that it had reached a decision to permanently retire SONGS and seek approval from the NRC to start the decommissioning activities for the entire facility. SONGS is subject to the jurisdiction of the NRC and the CPUC.

SDG&E, and each of the other owners, holds its undivided interest as a tenant in common in the property. Each owner is responsible for financing its share of costs. SDG&E’s share of operating expenses is included in Sempra’s and SDG&E’s Consolidated Statements of Operations.

NUCLEAR DECOMMISSIONING AND FUNDING

As a result of Edison’s decision to permanently retire SONGS Units 2 and 3, Edison began the decommissioning phase of the plant. Major decommissioning work began in 2020. We expect the majority of the decommissioning work to be completed around 2030. Decommissioning of Unit 1, removed from service in 1992, is largely complete. The remaining work for Unit 1 will be completed once Units 2 and 3 are dismantled and the spent fuel is removed from the site. The spent fuel is currently being stored on-site, until the DOE identifies an ISFSI and puts in place a program for the fuel’s disposal, as we discuss below. SDG&E is responsible for approximately 20% of the total decommissioning cost.

In accordance with state and federal requirements and regulations, SDG&E has assets held in the NDT to fund its share of decommissioning costs for SONGS Units 1, 2 and 3. Amounts that were collected in rates for SONGS’ decommissioning are invested in the NDT, which is comprised of externally managed trust funds. Amounts held by the NDT are invested in accordance with CPUC regulations. SDG&E classifies debt and equity securities held in the NDT as available-for-sale. The NDT assets are presented on the Sempra and SDG&E Consolidated Balance Sheets at fair value with the offsetting credits recorded in noncurrent Regulatory Liabilities.

Except for the use of funds for the planning of decommissioning activities or NDT administrative costs, CPUC approval is required for SDG&E to access the NDT assets to fund SONGS decommissioning costs for Units 2 and 3. In January 2026, the CPUC granted SDG&E authorization to access NDT funds of up to $45 million for forecasted 2026 costs.

In September 2020, the IRS and the U.S. Department of the Treasury published final regulations that clarify the definition of “nuclear decommissioning costs,” which are costs that may be paid for or reimbursed from a qualified trust fund. The final regulations adopted most of the provisions of the proposed regulations issued in December 2016. The final regulations apply to taxable years ending on or after September 4, 2020 and confirm that the definition of “nuclear decommissioning costs” includes amounts related to the storage of spent nuclear fuel at both on-site and off-site ISFSIs.

The final regulations also clarify that costs incurred for ISFSIs that may be or are expected to be reimbursed by the DOE may be paid or reimbursed from a qualified trust fund. Accordingly, the final regulations allow SDG&E the option to access qualified trust funds to recover spent fuel storage costs before Edison reaches final settlement with the DOE regarding the DOE’s reimbursement of these costs. Historically, the DOE’s reimbursements of spent fuel storage costs have not resulted in timely or complete recovery of these costs. We discuss the DOE’s responsibility for spent nuclear fuel below.

2025 Form 10-K | F-130

Tab le of Cont ents

Nuclear Decommissioning Trusts

The following table shows the fair values and gross unrealized gains and losses for the securities held in the NDT on the Sempra and SDG&E Consolidated Balance Sheets. We provide additional fair value disclosures for the NDT in Note 11.


NUCLEAR DECOMMISSIONING TRUSTS
(Dollars in millions)
	Cost		Gross unrealized gains		Gross unrealized losses		Estimated fair value
	December 31, 2025
Short-term investments, primarily cash equivalents	$	12	$	—	$	—	$	12
Equity securities	69		221		(2)		288
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies(1)	46		1		—		47
Municipal bonds(2)	301		4		(5)		300
Other securities(3)	253		5		(3)		255
Total debt securities	600		10		(8)		602
Receivables (payables), net	(3)		—		—		(3)
Total	$	678	$	231	$	(10)	$	899

	December 31, 2024
Short-term investments, primarily cash equivalents	$	10	$	—	$	—	$	10
Equity securities	78		223		(3)		298
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies	67		1		(1)		67
Municipal bonds	295		1		(9)		287
Other securities	234		2		(8)		228
Total debt securities	596		4		(18)		582
Receivables (payables), net	(15)		—		—		(15)
Total	$	669	$	227	$	(21)	$	875

(1) Maturity dates are 2026-2056.

(2) Maturity dates are 2026-2055.

(3) Maturity dates are 2026-2070.

The following table shows the proceeds from sales of securities in the NDT and gross realized gains and losses on those sales.


SALES OF SECURITIES IN THE NUCLEAR DECOMMISSIONING TRUSTS
(Dollars in millions)
	Years ended December 31,
	2025		2024		2023
Proceeds from sales	$	974	$	874	$	592
Gross realized gains	57		57		27
Gross realized losses	8		10		14

Net unrealized gains and losses, as well as realized gains and losses that are reinvested in the NDT, are included in noncurrent Regulatory Liabilities on Sempra’s and SDG&E’s Consolidated Balance Sheets. We determine the cost of securities in the trusts on the basis of specific identification.

ASSET RETIREMENT OBLIGATION

The present value of SDG&E’s ARO related to decommissioning costs for all three SONGS units was $446 million at December 31, 2025 and is based on a cost study prepared in 2024, which is pending CPUC approval. SDG&E expects to receive an FD in the first half of 2026. The ARO for Units 2 and 3 reflects the acceleration of the start of decommissioning of these units as a result of the early closure of the plant. We expect SDG&E’s undiscounted SONGS decommissioning payments to be $100 million in 2026, $37 million in 2027, $25 million in 2028, $11 million in 2029, $9 million in 2030, and $860 million thereafter.

2025 Form 10-K | F-131

Tab le of Cont ents

U.S. DEPARTMENT OF ENERGY NUCLEAR FUEL DISPOSAL

Spent nuclear fuel from SONGS is currently stored on-site in an ISFSI licensed by the NRC. The ISFSI will operate until 2054, when it is assumed that the DOE will have taken custody of all the SONGS spent fuel. The ISFSI would then be decommissioned, and the site restored to its original environmental state. Until then, SONGS owners are responsible for interim storage of spent nuclear fuel at SONGS.

The Nuclear Waste Policy Act of 1982 made the DOE responsible for accepting, transporting, and disposing of spent nuclear fuel. However, it is uncertain when the DOE will begin accepting spent nuclear fuel from SONGS. This delay will lead to increased costs for spent fuel storage. In November 2019, Edison filed a claim for spent fuel management costs in the U.S. Court of Federal Claims for the time period from January 2017 through July 2018, which is pending approval. Additionally, in July 2024, Edison filed a claim for spent fuel management costs in the U.S. Court of Federal Claims for the time period from August 2018 through December 2021, which was subsequently amended to include costs through September 2024 and is pending approval. SDG&E will continue to support Edison in its pursuit of claims on behalf of the SONGS co-owners against the DOE for its failure to timely accept the spent nuclear fuel.

NUCLEAR INSURANCE

SDG&E and the other owners of SONGS have insurance to cover claims from nuclear liability incidents arising at SONGS. Currently, this insurance provides $500 million in coverage limits, the maximum amount available, including coverage for acts of terrorism. In addition, the Price-Anderson Act provides an additional $60 million of coverage. If a nuclear liability loss occurs at SONGS and exceeds the $500 million insurance limit, this additional coverage would be available to provide a total of $560 million in coverage limits per incident.

The SONGS owners have nuclear property damage insurance of $130 million, which exceeds the minimum federal requirement of $50 million. This insurance coverage is provided through NEIL. The NEIL policies have specific exclusions and limitations that can result in reduced coverage. Insured members as a group are subject to retrospective premium assessments to cover losses sustained by NEIL under all issued policies. SDG&E could be assessed a negligible amount for retrospective premiums based on overall member claims.

The nuclear property insurance program includes an industry aggregate loss limit for non-certified acts of terrorism (as defined by the Terrorism Risk Insurance Act) of $3.24 billion. This is the maximum amount that will be paid to insured members who suffer losses or damages from these non-certified terrorist acts.

NOTE 16. COMMITMENTS, CONTINGENCIES AND GUARANTEES

LEGAL PROCEEDINGS

We accrue losses for a legal proceeding when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. However, the uncertainties inherent in legal proceedings make it difficult to reasonably estimate the costs and effects of resolving these matters. Accordingly, actual costs incurred may differ materially from amounts accrued, may exceed, and in some cases have exceeded, applicable insurance coverage and could materially adversely affect our business, results of operations, financial condition, cash flows and/or prospects. Unless otherwise indicated, we are unable to reasonably estimate possible losses or a range of losses in excess of any amounts accrued.

At December 31, 2025, loss contingency accruals for legal matters that are probable and estimable were $38 million for Sempra, including $22 million for SoCalGas. We discuss our policy regarding accrual of legal fees in Note 1.

2025 Form 10-K | F-132

Tab le of Cont ents

SDG&E

City of San Diego Franchise Agreements

In 2021, two lawsuits were filed in the California Superior Court challenging various aspects of the natural gas and electric franchise agreements granted by the City of San Diego to SDG&E. Both lawsuits ultimately sought to void the franchise agreements.

Pending. In one of the cases, the court ruled in favor of SDG&E and the City of San Diego, upholding all terms of the franchise agreements, except for the two-thirds City Council vote requirement for termination if the City decides to terminate under certain circumstances. Under the court’s ruling, the City can instead terminate on a majority vote, so long as it satisfies repayment provisions under the franchise agreements. Both sides have appealed the ruling.

Resolved. In the second case, judgment was granted in favor of SDG&E and the City of San Diego. The plaintiff’s latest appeal was to the California Supreme Court and was denied in March 2025, definitively resolving this matter.

SoCalGas

LA Fires

Palisades Fire Litigation - Pending. There is a consolidated legal action pending in Los Angeles County Superior Court related to the January 2025 Palisades fire. Various plaintiffs named nineteen defendants in a December 2025 master complaint, including but not limited to SoCalGas, Sempra, Edison, Edison International, the J. Paul Getty Trust, the City of Los Angeles, Los Angeles County, and the State of California (collectively, the Palisades Defendants). At this early stage of the legal process, it is unclear how many plaintiffs are asserting claims against the Palisades Defendants. The plaintiffs seek an award of economic and noneconomic damages, punitive damages, attorneys’ fees, litigation costs and pre-judgment interest.

Eaton Fire Litigation - Pending. There is a separate consolidated legal action pending in Los Angeles County Superior Court related to the January 2025 Eaton fire. The first of these lawsuits was filed against Edison in January 2025. In January 2026, Edison and Edison International filed cross-complaints in Los Angeles County Superior Court against more than a dozen defendants, including but not limited to SoCalGas, the City of Pasadena, Pasadena Water and Power, Los Angeles County, and Genasys Inc. (collectively, the Eaton Cross-Defendants) in connection with underlying litigation related to the January 2025 Eaton fire. The Edison cross-complaints against the Eaton Cross-Defendants seek indemnity, compensatory damages, attorneys’ fees, litigation costs and pre-judgment interest.

Other Sempra

Energía Costa Azul

We describe below certain land disputes and permit challenges that may affect our ECA Regas Facility or ECA LNG liquefaction facilities under construction or in development. One or more unfavorable conclusions on these disputes or challenges could materially adversely affect our existing natural gas regasification operations and proposed natural gas liquefaction projects at the site of the ECA Regas Facility and have a material adverse effect on Sempra’s business, results of operations, financial condition, cash flows and/or prospects.

Land Disputes.

▪Pending - Sempra Infrastructure has been engaged in a long-running land dispute relating to property adjacent to and owned by its ECA Regas Facility (the facility, however, is not situated on the land that is the subject of this dispute). A claimant to the adjacent property filed suit to reinitiate an administrative procedure at SEDATU to obtain the property title for the disputed property, which title had previously been issued in a ruling by the federal Agrarian Court and subsequently reversed by a federal court in Mexico. In April 2021, the proceeding in the Agrarian Court concluded with the court ordering that the administrative procedure be restarted. The administrative procedure at SEDATU may continue if SEDATU decides to reopen the matter.

▪Resolved - A plaintiff filed a claim in the federal Agrarian Court that seeks to annul the property title for a portion of the land on which the ECA Regas Facility is situated and to obtain possession of a different parcel that allegedly overlaps with the site of the ECA Regas Facility. The proceeding, which seeks an order that SEDATU annul the ECA Regas Facility’s competing property title, was initiated in 2006 and, in July 2021, a decision was issued in favor of the ECA Regas Facility. The plaintiff appealed and, in February 2022, the appellate court confirmed the ruling in favor of the ECA Regas Facility and dismissed the appeal. The plaintiff filed a federal appeal against the appellate court ruling. In August 2024, the Federal Collegiate Circuit Court ruled in favor of the ECA Regas Facility. The plaintiff filed an appeal and, in May 2025, the Mexican Supreme Court dismissed the appeal, definitively resolving this matter.

2025 Form 10-K | F-133

Tab le of Cont ents

Environmental and Social Impact Permits. Several administrative challenges are pending before Mexico’s Secretariat of Environment and Natural Resources (the Mexican environmental protection agency) and Federal Tax and Administrative Courts, seeking revocation of the environmental impact authorization issued to the ECA Regas Facility in 2003. These cases generally allege that the conditions and mitigation measures in the environmental impact authorization are inadequate and challenge findings that the activities of the terminal are consistent with regional development guidelines.

In addition, in 2018 and 2021, three related claimants filed separate challenges in the federal district court in Ensenada, Baja California seeking revocation of the environmental and social impact permits issued by each of ASEA and SENER to ECA LNG authorizing natural gas liquefaction activities at the ECA Regas Facility, as follows:

**▪**Resolved - In the first case, the court issued a provisional injunction against the permits in September 2018. In December 2018, ASEA approved modifications to the environmental permit that facilitate the development of the proposed natural gas liquefaction facility in two phases. In May 2019, the court canceled the provisional injunction. The claimant appealed the cancelation of the injunction to the federal appellate court but was not successful. The lower court’s ruling was favorable to the ECA Regas Facility, as the court determined that no harm has been caused to the plaintiff and dismissed the lawsuit. The claimant appealed and petitioned the Mexican Supreme Court to resolve the appeal. The Mexican Supreme Court denied the petition to hear the case. A federal appellate court affirmed the rulings in favor of the ECA Regas Facility, definitively resolving this matter.

▪Resolved - In the second case, the initial request for a provisional injunction against the permits was denied. That decision was reversed on appeal in January 2020, resulting in the issuance of a new injunction against the permits that were issued by ASEA and SENER. This injunction has uncertain application absent clarification by the court. The claimants petitioned the court to rule that construction of natural gas liquefaction facilities violated the injunction and, in February 2022, the court ruled in favor of the ECA Regas Facility, holding that the natural gas liquefaction construction activities did not violate the injunction. The claimants appealed this ruling to the federal appellate court but were not successful. The lower court’s ruling was favorable to the ECA Regas Facility, as the court determined that no harm has been caused to the plaintiffs and dismissed the lawsuit. The claimants appealed and petitioned the Mexican Supreme Court to resolve the appeal. The Mexican Supreme Court denied the petition to hear the case. A federal appellate court affirmed the rulings in favor of the ECA Regas Facility, definitively resolving this matter.

**▪**Pending - In the third case, a group of residents filed an administrative appeal in June 2021 against various federal and state authorities alleging deficiencies in the public consultation process for the issuance of the permits. The request for an administrative appeal was denied. The claimants appealed this ruling via a constitutional challenge (an amparo trial) but were not successful. The lower court’s ruling was favorable to the ECA Regas Facility, as the court determined that no harm has been caused to the plaintiffs and dismissed the lawsuit. The claimants appealed the rulings via the Second Federal Collegiate Court, and the appeal is yet to be resolved.

Port Arthur LNG I

TCEQ Permit - Resolved. The PA LNG Phase 1 project holds two Clean Air Act, Prevention of Significant Deterioration permits issued by the TCEQ, which we refer to as the “2016 Permit” and the “2022 Permit.” The 2022 Permit also governs emissions for the PA LNG Phase 2 project. In November 2023, a panel of the U.S. Court of Appeals for the Fifth Circuit issued a decision to vacate and remand the 2022 Permit to the TCEQ for additional explanation of the agency’s permit decision. In February 2024, the court withdrew its opinion and referred the case to the Supreme Court of Texas to resolve the question of the appropriate standard to be applied by the TCEQ. In February 2025, the Supreme Court of Texas adopted Port Arthur LNG I’s interpretation of the standard. In August 2025, the U.S. Court of Appeals for the Fifth Circuit applied the standard adopted by the Supreme Court of Texas and denied the petitioner’s argument under the case, resulting in the continued effectiveness of the 2022 Permit. Because the petitioners did not file a petition for writ of certiorari with the U.S. Supreme Court by November 2025, the ruling is final and is not subject to further challenge. The 2016 Permit was not the subject of, and is unaffected by, the litigation of the 2022 Permit.

Construction Incident - Pending. In April 2025, an incident occurred at the site of the PA LNG Phase 1 project that resulted in the deaths of three Bechtel employees and injuries to two Bechtel employees.

We have an EPC contract with Bechtel to construct the PA LNG Phase 1 project. Under the EPC contract, Bechtel has full custody and control of the site during the construction period. OSHA opened inspections with respect to Bechtel and SI Partners but has released the site. OSHA’s inspection of SI Partners concluded without the issuance of citations to SI Partners. Bechtel is continuing construction of the PA LNG Phase 1 project.

2025 Form 10-K | F-134

Tab le of Cont ents

As of February 19, 2026, there are two pending lawsuits filed by 17 plaintiffs in the 172nd Judicial District Court in Jefferson County, Texas and the 295th Judicial District Court in Harris County, Texas. A complaint filed in the 60th Judicial District Court in Jefferson County, Texas was dismissed without prejudice following the plaintiff’s intervention in the proceeding in the 172nd Judicial District Court in Jefferson County, Texas. The complaints collectively name as defendants Port Arthur LNG I, SI Partners, Sempra and/or other Sempra affiliates, Bechtel and/or Bechtel Corporation, and ConocoPhillips. In the lawsuits, plaintiffs assert negligence and gross negligence and additional causes of action for wrongful death, survival and bystander claims. Plaintiffs seek compensatory and punitive damages, lost wages and attorneys’ fees. In November 2025, the cases were transferred to a multidistrict litigation pretrial court and remain stayed pending assignment to a judge by the Texas Multidistrict Litigation Panel.

Bechtel is providing indemnity pursuant to the terms of Port Arthur LNG I’s EPC contract.

Litigation Related to Regulatory and Other Actions by the Mexican Government

Amendments to Mexico’s Electricity Industry Law - Resolved. In March 2021, the Mexican government published a decree with amendments to the LIE that included public policy changes, including establishing priority of dispatch for CFE plants over privately owned ones and allowing the CNE to revoke self-supply permits granted under the former electricity law under certain circumstances. In 2024, the Mexican government adopted changes to the Mexican Constitution to reinforce state control over strategic sectors by granting a central role to government entities like the CFE and PEMEX. Following these constitutional reforms, in March 2025, the Mexican government adopted the 2025 Energy Laws, which repealed the LIE.

Prior to the enactment of the 2025 Energy Laws, Sempra Infrastructure had initiated three amparo lawsuits challenging the 2021 amendments to the LIE. The first lawsuit addressed the provision allowing revocation of self-supply permits, which lawsuit the Second Collegiate Court definitively dismissed in July 2024. The second lawsuit impacted generation permits for certain Sempra Infrastructure facilities, which lawsuit the Second Chamber of the Mexican Supreme Court definitively dismissed in February 2025. The third lawsuit relating to the 2021 amendments to the LIE that impacted Sempra Infrastructure’s power marketing business was definitively dismissed by the Plenary of the Mexican Supreme Court in November 2025.

Ordinary Course Litigation

We are also defendants in ordinary routine litigation incidental to our businesses, including personal injury, employment litigation, product liability, property damage and other claims. Juries have demonstrated an increasing willingness to grant large awards, including punitive damages, in these types of cases.

LEASES

A lease exists when a contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. We determine if an arrangement is or contains a lease at inception of the contract.

Some of our lease agreements contain nonlease components, which represent activities that transfer a separate good or service to the lessee. As the lessee for both operating and finance leases, we have elected to combine lease and nonlease components as a single lease component for real estate, fleet vehicles, aircraft, power generating facilities and pipelines, whereby fixed or in-substance fixed payments allocable to the nonlease component are accounted for as part of the related lease liability and ROU asset. As the lessor, we have elected to combine lease and nonlease components as a single lease component for refined products terminals if the timing and pattern of transfer of the lease and nonlease components are the same and the lease component would be classified as an operating lease if accounted for separately.

Lessee Accounting

We have operating and finance leases for real and personal property (including office space, land, fleet vehicles, aircraft, tugboats, machinery and equipment, warehouses and other operational facilities) and PPAs with renewable energy, energy storage and peaker plant facilities.

Some of our leases include options to extend the lease terms for up to 25 years, or to terminate the lease within one year. Our lease liabilities and ROU assets are based on lease terms that may include such options when it is reasonably certain that we will exercise the option.

Certain of our contracts are short-term leases, which have a lease term of 12 months or less at lease commencement. We do not recognize a lease liability or ROU asset arising from short-term leases for all existing classes of underlying assets. In such cases, we recognize short-term lease costs on a straight-line basis over the lease term. Our short-term lease costs for the period reasonably reflect our short-term lease commitments.

2025 Form 10-K | F-135

Tab le of Cont ents

Certain of our leases contain escalation clauses requiring annual increases in rent ranging from 2% to 5% or based on the Consumer Price Index. The rentals payable under these leases may increase by a fixed amount each year or by a percentage of a base year. Variable lease payments that are based on an index or rate are included in the initial measurement of our lease liability and ROU asset based on the index or rate at lease commencement and are not remeasured because of changes to the index or rate. Rather, changes to the index or rate are treated as variable lease payments and recognized in the period in which the obligation for those payments is incurred.

Similarly, PPAs for the purchase of renewable energy at SDG&E require lease payments based on a stated rate per MWh produced by the facilities, and we are required to purchase substantially all the output from the facilities. SDG&E is required to pay additional amounts for capacity charges and actual purchases of energy that exceed the minimum energy commitments. Under these contracts, we do not recognize a lease liability or ROU asset for leases for which there are no fixed lease payments. Rather, these variable lease payments are recognized separately as variable lease costs. SDG&E estimates these variable lease payments to be $290 million in 2026, $289 million in 2027, $290 million in 2028, $289 million in each of 2029 and 2030 and $1.6 billion thereafter.

As of the lease commencement date, we recognize a lease liability for our obligation to make future lease payments, which we initially measure at present value using our incremental borrowing rate at the date of lease commencement, unless the rate implicit in the lease is readily determinable. We determine our incremental borrowing rate based on the rate of interest that we would have to pay to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. We also record a corresponding ROU asset, initially equal to the lease liability and adjusted for lease payments made at or before lease commencement, lease incentives, and any initial direct costs. We test ROU assets for recoverability whenever events or changes in circumstances have occurred that may affect the recoverability or the estimated useful lives of the ROU assets.

For our operating leases, our non-regulated entities recognize a single lease cost on a straight-line basis over the lease term in operating expenses. SDG&E and SoCalGas recognize this single lease cost on a basis that is consistent with the recovery of such costs in accordance with U.S. GAAP governing rate-regulated operations.

For our finance leases, the interest expense on the lease liability and amortization of the ROU asset are accounted for separately. Our non-regulated entities use the effective interest rate method to account for the imputed interest on the lease liability and amortize the ROU asset on a straight-line basis over the lease term. SDG&E and SoCalGas recognize amortization of the ROU asset on a basis that is consistent with the recovery of such costs in accordance with U.S. GAAP governing rate-regulated operations.

Our leases do not contain any material residual value guarantees, restrictions or covenants.

2025 Form 10-K | F-136

Tab le of Cont ents

Classification of ROU assets and lease liabilities and the weighted-average remaining lease term and discount rate associated with operating and finance leases are summarized in the table below.


LESSEE INFORMATION ON THE CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
	Sempra						SDG&E						SoCalGas
	December 31,
	2025			2024			2025			2024			2025			2024
ROU assets(1):
Operating leases:
ROU assets	$	1,262		$	1,177		$	1,047		$	795		$	68		$	18

Finance leases:
PP&E	1,673			1,626			1,440			1,426			233			200
Accumulated depreciation	(380)			(311)			(264)			(221)			(116)			(90)
PP&E, net	1,293			1,315			1,176			1,205			117			110
Total ROU assets	$	2,555		$	2,492		$	2,223		$	2,000		$	185		$	128

Lease liabilities(1):
Operating leases:
Other current liabilities(2)	$	90		$	91		$	85		$	68		$	—		$	8
Deferred credits and other(3)	1,176			1,019			969			734			67			9
	1,266			1,110			1,054			802			67			17
Finance leases:
Current portion of long-term debt and finance leases	73			65			48			42			25			23
Long-term debt and finance leases	1,220			1,250			1,128			1,163			92			87
	1,293			1,315			1,176			1,205			117			110
Total lease liabilities	$	2,559		$	2,425		$	2,230		$	2,007		$	184		$	127

Weighted-average remaining lease term (in years):
Operating leases(4)	12			13			12			12			15			2
Finance leases	13			14			14			15			6			6
Weighted-average discount rate:
Operating leases(4)(5)	5.18		%	6.10		%	5.25		%	5.06		%	5.19		%	4.70		%
Finance leases	13.65		%	13.71		%	14.08		%	14.11		%	5.67		%	5.35		%

(1) At December 31, 2025, excludes $206 of ROU assets under operating leases included in Assets Held for Sale and $143 of lease liabilities under operating leases included in Liabilities Held for Sale on the Sempra Consolidated Balance Sheet.

(2) Includes $58 and $43 related to PPAs at December 31, 2025 and 2024, respectively, at both Sempra and SDG&E.

(3) Includes $854 and $627 related to PPAs at December 31, 2025 and 2024, respectively, at both Sempra and SDG&E.

(4) At December 31, 2025, excludes operating leases within the disposal group that is classified as held for sale.

(5) Weighted-average discount rate related to PPAs at December 31, 2025 and 2024 is 5.23% and 5.04%, respectively, at both Sempra and SDG&E. Weighted-average discount rate related to all other operating leases at December 31, 2025 and 2024 is 5.05% and 7.41%, respectively, at Sempra and 5.37% and 5.23%, respectively, at SDG&E.

2025 Form 10-K | F-137

Tab le of Cont ents

The components of lease costs were as follows:


LESSEE INFORMATION ON THE CONSOLIDATED STATEMENTS OF OPERATIONS(1)
(Dollars in millions)
	Sempra						SDG&E						SoCalGas
	Years ended December 31,
	2025		2024		2023		2025		2024		2023		2025		2024		2023

Operating lease costs(2)	$	164	$	118	$	99	$	113	$	71	$	53	$	8	$	12	$	13

Finance lease costs:
Amortization of ROU assets(3)	69		65		60		43		42		40		26		23		20
Interest on lease liabilities	176		178		182		169		173		177		7		6		5
Total finance lease costs	245		243		242		212		215		217		33		29		25

Short-term lease costs(4)	8		9		9		8		8		8		—		—		—
Variable lease costs(4)	450		472		458		430		460		447		9		10		10
Total lease costs	$	867	$	842	$	808	$	763	$	754	$	725	$	50	$	51	$	48

(1) Includes costs capitalized in PP&E.

(2) Includes $88, $37, and $21 related to PPAs in 2025, 2024 and 2023, respectively, at both Sempra and SDG&E.

(3) Included in O&M, except for $30 in each of 2025 and 2024 and $29 in 2023 at Sempra, and $29 in each of 2025 and 2024 and $28 in 2023 at SDG&E, and $1 at SoCalGas in each of 2025, 2024 and 2023, which is included in Depreciation and Amortization Expense.

(4) Short-term leases with variable lease costs are recorded and presented as variable lease costs.

Cash paid for amounts included in the measurement of lease liabilities and supplemental noncash information were as follows:


LESSEE INFORMATION ON THE CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in millions)
	Sempra						SDG&E						SoCalGas
	Years ended December 31,
	2025		2024		2023		2025		2024		2023		2025		2024		2023
Operating activities:
Cash paid for operating leases	$	159	$	112	$	85	$	114	$	70	$	46	$	8	$	12	$	13
Cash paid for finance leases	161		163		167		154		158		162		7		6		5
Financing activities:
Cash paid for finance leases	69		66		60		43		42		40		26		24		20
Increase in operating lease obligations for ROU assets	386		520		143		319		474		134		60		—		—
Increase in finance lease obligations capitalized to PP&E	47		41		57		14		14		17		33		27		40

2025 Form 10-K | F-138

Tab le of Cont ents

The table below presents the maturity analysis of our lease liabilities and reconciliation to the present value of lease liabilities at December 31, 2025:


LESSEE MATURITY ANALYSIS OF LIABILITIES
(Dollars in millions)
	Sempra				SDG&E				SoCalGas
	Operating leases(1)(2)		Finance leases		Operating leases(1)		Finance leases(3)		Operating leases		Finance leases
2026	$	147	$	229	$	128	$	198	$	6	$	31
2027	143		227		130		197		—		30
2028	143		220		125		195		5		25
2029	147		212		122		192		12		20
2030	147		202		121		187		12		15
Thereafter	1,078		1,561		780		1,546		161		15
Total undiscounted lease payments	1,805		2,651		1,406		2,515		196		136
Less: imputed interest	(539)		(1,358)		(352)		(1,339)		(129)		(19)
Total lease liabilities	1,266		1,293		1,054		1,176		67		117
Less: current lease liabilities	(90)		(73)		(85)		(48)		—		(25)
Long-term lease liabilities	$	1,176	$	1,220	$	969	$	1,128	$	67	$	92

(1) Includes $104 in each of 2026 through 2029, $105 in 2030, and $724 thereafter related to PPAs.

(2) Excludes $26 in each of 2026 and 2027, $25 in 2028, $24 in 2029, $20 in 2030, and $261 thereafter within the disposal group that is classified as held for sale.

(3) Substantially all amounts are related to PPAs.

Leases That Have Not Yet Commenced

SDG&E has two PPAs, of which SDG&E expects one will commence in 2027 and one will commence in 2028. SDG&E expects the future minimum lease payments to be $4 million in 2028, $5 million in each of 2029 and 2030, and $66 million thereafter (through expiration in 2043).

SI Partners has a lease agreement for tugboat services for the PA LNG Phase 1 project that it expects will commence in 2027. SI Partners expects the future minimum lease payments to be $10 million in 2027, $12 million in each of 2028 through 2030, and $186 million thereafter (through expiration in 2047, exclusive of certain renewal options) and total future minimum fixed payments for operation and maintenance services to be $184 million.

Lessor Accounting

SI Partners is a lessor for certain of its natural gas and ethane pipelines, compressor stations, LPG storage facilities, a rail facility and refined products terminals, which we account for as operating or sales-type leases. These leases expire at various dates from 2026 through 2042.

Over the lease term, we monitor the underlying assets in operating leases for impairment, and we evaluate the net investment in sales-type leases for expected credit losses. SI Partners expects to continue to derive value from the underlying assets associated with its pipelines following the end of their respective lease terms based on the expected remaining useful life, expected market conditions and plans to re-market and re-contract the underlying assets.

Generally, we recognize operating lease income on a straight-line basis over the lease term, and sales-type lease income based on the effective interest method over the lease term. Certain of our leases contain rate adjustments or are based on foreign currency exchange rates that may result in lease payments received that vary in amount from one period to the next. In addition to minimum fixed payments, our refined products terminals receive variable lease payments for barrels delivered that exceed minimum delivery requirements.

2025 Form 10-K | F-139

Tab le of Cont ents

We provide information below for leases for which we are the lessor.


LESSOR INFORMATION(1)
(Dollars in millions)
	December 31,
	2024
Sempra – Assets subject to operating leases:
Property, plant and equipment:
Pipelines and storage	$	1,313
Refined products terminals	623
Other	77
Total	2,013
Accumulated depreciation	(605)
Property, plant and equipment, net	$	1,408

(1) At December 31, 2025, excludes total net property, plant and equipment subject to operating leases of $1,336, which is included in Assets Held for Sale on the Sempra Consolidated Balance Sheet and is comprised of $1,320 in pipelines and storage, $628 in refined products terminals, $76 in other, and $688 in accumulated depreciation.


LESSOR INFORMATION ON THE CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in millions)
	Years ended December 31,
	2025		2024		2023
Sempra – Sales-type leases:
Interest income	$	3	$	5	$	6
Total revenues from sales-type leases(1)	$	3	$	5	$	6

Sempra – Operating leases:
Fixed lease payments	$	362	$	340	$	321
Variable lease payments	24		38		34
Total revenues from operating leases(1)	$	386	$	378	$	355

Depreciation expense	$	53	$	73	$	62

(1) Included in Revenues: Energy-Related Businesses on the Sempra Consolidated Statements of Operations.

2025 Form 10-K | F-140

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CONTRACTUAL COMMITMENTS

Natural Gas Contracts

SoCalGas procures natural gas for both SDG&E’s and SoCalGas’ core customers in a combined portfolio. SoCalGas purchases natural gas under short-term and long-term contracts for this portfolio from various producing regions, including from Canada, the U.S. Rockies and the southwestern regions of the U.S. Purchases of natural gas are primarily priced based on published indices, which can be subject to volatility.

SoCalGas transports natural gas primarily under long-term firm and variable interstate pipeline capacity contracts that require the payment of fixed and variable tariffed and negotiated reservation charges to reserve firm and interruptible transportation rights. Commitments under these contracts expire at various dates through 2035.

Within our disposal group that is classified as held for sale, which we discuss in Note 6, SI Partners has various capacity agreements for natural gas storage and transportation that expire at various dates through 2059. SI Partners procures natural gas supply through both short-term and long-term contracts with payment terms that are either indexed to natural gas hubs or at fixed prices. Transportation costs on these agreements vary based on pipeline capacity.

Payments on our natural gas contracts could exceed the minimum commitment based on portfolio needs. At December 31, 2025, the future minimum payments under existing fixed price transportation contracts at SoCalGas are as follows:


FUTURE MINIMUM PAYMENTS
(Dollars in millions)


2026	$	94
2027	78
2028	72
2029	60
2030	57
Thereafter	66
Total minimum payments	$	427

At December 31, 2025, SI Partners’ future minimum payments under existing fixed price natural gas storage and transportation contracts of $99 million in 2026, $100 million in 2027, $86 million in 2028, $221 million in 2029, $263 million in 2030, and $4,454 million thereafter are within the disposal group that is classified as held for sale.

The net volumetric exposure and fair value of natural gas derivatives related to contracts with index-based payment terms are discussed in Notes 10 and 11, respectively.

Total payments under natural gas contracts and natural gas storage and transportation contracts as well as payments to meet additional portfolio needs at Sempra and SoCalGas were as follows:


PAYMENTS UNDER NATURAL GAS CONTRACTS
(Dollars in millions)
	Years ended December 31,
	2025		2024		2023
Sempra	$	1,284	$	1,185	$	4,030
SoCalGas	1,192		1,088		3,857

LNG Purchase Agreement

SI Partners has an SPA for the supply of LNG to the ECA Regas Facility, which is included within the disposal group that is classified as held for sale. The commitment amount is calculated using a predetermined formula based on estimated forward prices of the index applicable from 2026 to 2029. Although this agreement specifies a number of cargoes to be delivered, under its terms, the supplier may divert certain cargoes, which would reduce amounts paid under the agreement by SI Partners. Based on the assumption that all LNG cargoes under the agreement are delivered less those already confirmed to be diverted as of December 31, 2025, SI Partners expects LNG commitments to total $1,859 million with expected purchases of $389 million in 2026, $569 million in 2027, $553 million in 2028 and $348 million in 2029. Actual LNG purchases were approximately $7 million in 2025, $23 million in 2024 and $30 million in 2023.

2025 Form 10-K | F-141

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PPAs Not Accounted for as Leases

Payments on SDG&E’s PPAs could exceed the minimum commitments based on energy needs. These PPAs expire on various dates through 2043. At December 31, 2025, the future minimum payments under long-term PPAs for Sempra and SDG&E are as follows:


FUTURE MINIMUM PAYMENTS(1)
(Dollars in millions)
2026	$	113
2027	117
2028	122
2029	123
2030	123
Thereafter	744
Total minimum payments	$	1,342

(1) Excludes PPAs accounted for as operating leases and finance leases.

Payments on these contracts represent capacity charges and minimum energy and transmission purchases that exceed the minimum commitment. SDG&E is required to pay additional amounts for actual purchases of energy that exceed the minimum energy commitments. SDG&E estimates these variable payments to be $79 million in each of 2026 and 2027, $80 million in each of 2028 through 2030, and $361 million thereafter. Total fixed and variable payments under PPAs not accounted for as leases for Sempra and SDG&E were $312 million in 2025, $326 million in 2024 and $325 million in 2023.

Construction and Development Projects

Our total contractual commitments on various capital projects in progress at December 31, 2025 are approximately $200 million, requiring future payments of $126 million in 2026, $18 million in 2027, $15 million in 2028, $13 million in 2029, $2 million in 2030, and $26 million thereafter. The following is a summary of contractual commitments and contingencies related to such projects.

SDG&E

At December 31, 2025, SDG&E has commitments to make future payments of $184 million for construction projects that include:

▪$93 million related to construction supply agreements

▪$19 million related to spent fuel management at SONGS

▪$72 million for infrastructure improvements for electric transmission and distribution systems

SDG&E expects future payments under these contractual commitments to be $126 million in 2026, $13 million in 2027, $10 million in 2028, $7 million in 2029, $2 million in 2030, and $26 million thereafter.

SoCalGas

At December 31, 2025, SoCalGas has commitments to make future payments of $16 million for an information technology software project. SoCalGas expects future payments under this contractual commitment to be $5 million in each of 2027 and 2028, and $6 million in 2029.

OTHER COMMITMENTS

SDG&E

We discuss nuclear insurance and nuclear fuel disposal related to SONGS in Note 15.

Fire Mitigation Fund

In connection with the completion of the Sunrise Powerlink project in 2012, the CPUC required that SDG&E establish a fire mitigation fund to minimize the risk of fire as well as reduce the potential wildfire impact on residences and structures near the Sunrise Powerlink. The future payments for these contractual commitments, for which a liability has been recorded, are expected to be $4 million in each of 2026 through 2030, and $260 million thereafter, subject to escalation of 2% per year, ending in 2069. At December 31, 2025, the present value of these future payments of $125 million has been recorded as a regulatory asset as the amounts represent a cost that we expect will be recovered from customers in the future.

2025 Form 10-K | F-142

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Franchise Agreements

In July 2021, SDG&E’s natural gas and electric franchise agreements for the City of San Diego went into effect. These franchise agreements provide SDG&E the opportunity to serve the City of San Diego for a period of 20 years, consisting of 10-year agreements that will automatically renew for an additional 10 years unless the City Council voids the automatic renewals. At December 31, 2025, SDG&E has commitments to make future principal and interest payments as consideration for the franchise agreements of $4 million in 2026, $2 million in each of 2027 through 2029, $14 million in 2030, and $30 million thereafter. The consideration paid will not be recovered from customers and will be amortized over 20 years.

ENVIRONMENTAL ISSUES

Our operations are subject to federal, state, regional, local, tribal and foreign environmental laws. We also are subject to regulations related to hazardous wastes, air and water quality, land use, solid waste disposal and the protection of wildlife. These laws and regulations generally require that we investigate and correct the effects of the release or disposal of certain materials at sites associated with our past and our present operations. These sites include those at which we have been identified as a PRP under the federal Superfund laws and similar state laws.

In addition, we are required to obtain numerous governmental permits, licenses and other approvals to construct facilities and operate our businesses. The related costs of environmental monitoring, pollution control equipment, environmental safety practices, cleanup and other mitigation costs, and emissions fees and other payments are significant. Increasing national and international concerns regarding global warming and mercury, carbon dioxide, nitrogen oxide and sulfur dioxide emissions could increase these requirements in a manner that could adversely affect our businesses. Although SDG&E’s and SoCalGas’ costs to operate their facilities in compliance with these laws and regulations generally have been recovered in customer rates, this may not be the case in the future or with respect to all costs.

We disclose any proceeding under environmental laws to which a government authority is a party when the potential monetary sanctions, exclusive of interest and costs, exceed the lesser of $1 million or 1% of current assets, which was $348 million for Sempra, $18 million for SDG&E and $19 million for SoCalGas at December 31, 2025.

Other Environmental Issues

We generally capitalize the significant costs we incur to mitigate or prevent future environmental contamination or extend the life, increase the capacity, or improve the safety or efficiency of property used in current operations. The following table shows our capital expenditures (including construction work in progress) in order to comply with environmental laws and regulations:


CAPITAL EXPENDITURES FOR ENVIRONMENTAL ISSUES
(Dollars in millions)
	Years ended December 31,
	2025		2024		2023
Sempra	$	63	$	65	$	107
SDG&E	24		23		29
SoCalGas	39		42		78

We have not identified any significant environmental issues outside the U.S.

At SDG&E and SoCalGas, costs that relate to current operations or an existing condition caused by past operations are generally recorded as a regulatory asset due to the probability that these costs will be recovered in rates.

The environmental issues currently facing us, except for those resolved during the last three years, include (1) investigation and remediation of SDG&E’s and SoCalGas’ manufactured-gas sites, (2) cleanup of third-party waste-disposal sites used by SDG&E and SoCalGas at which we have been identified as a PRP and (3) mitigation of damage to the marine environment caused by the cooling-water discharge from SONGS.

2025 Form 10-K | F-143

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The table below shows the status at December 31, 2025 of SDG&E’s and SoCalGas’ manufactured-gas sites and the third-party waste-disposal sites for which we have been identified as a PRP:


STATUS OF ENVIRONMENTAL SITES

	# Sites complete(1)	# Sites in process
SDG&E:
Manufactured-gas sites	3	—
Third-party waste-disposal sites	2	1
SoCalGas:
Manufactured-gas sites	39	3
Third-party waste-disposal sites	5	2

(1) There may be ongoing compliance obligations for completed sites, such as regular inspections, adherence to land use covenants and water quality monitoring.

We record environmental liabilities when our liability is probable and the costs can be reasonably estimated. In many cases, however, investigations are not yet at a stage where we can determine whether we are liable or, if the liability is probable, reasonably estimate the amount or range of amounts of the costs. Estimates of our liability are further subject to uncertainties such as the nature and extent of site contamination, evolving cleanup standards and imprecise engineering evaluations. We review our accruals periodically and, as investigations and cleanups proceed, we make adjustments as necessary.

The following table shows our accrued liabilities for environmental matters at December 31, 2025. Of the total liability, $18 million at SoCalGas is recorded on a discounted basis, with a weighted-average discount rate of 2.24%.


ACCRUED LIABILITIES FOR ENVIRONMENTAL MATTERS
(Dollars in millions)
	Sempra(1)		SDG&E(1)		SoCalGas
Manufactured-gas sites	$	39	$	—	$	39
Waste disposal sites (PRP)(2)	8		5		3
Other hazardous waste sites	12		11		1
Total(3)	$	59	$	16	$	43

(1) Excludes SDG&E’s liability for SONGS marine environment mitigation.

(2) Sites for which we have been identified as a PRP.

(3) Includes $3, $1, $2 classified as current liabilities and $56, $15 and $41 classified as noncurrent liabilities on Sempra’s, SDG&E’s and SoCalGas’ Consolidated Balance Sheets, respectively.

We expect future payments related to our environmental liabilities on an undiscounted basis to be $3 million in 2026, $8 million in 2027, $8 million in 2028, $24 million in 2029, $1 million in 2030, and $19 million thereafter.

In connection with the issuance of operating permits, SDG&E and the other owners of SONGS previously reached an agreement with the California Coastal Commission to mitigate the damage to the marine environment caused by the cooling-water discharge from SONGS during its operation. SONGS’ early retirement, described in Note 15, does not impact SDG&E’s mitigation obligation under this agreement. SDG&E’s share of the estimated mitigation costs is $154 million, of which $57 million has been incurred through December 31, 2025 and $97 million is accrued for remaining costs through 2059, which is recoverable in rates and included in noncurrent Regulatory Assets on Sempra’s and SDG&E’s Consolidated Balance Sheets.

2025 Form 10-K | F-144

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SEMPRA – GUARANTEES

Sempra Promissory Note for SDSRA Distribution

Cameron LNG JV’s debt agreements require Cameron LNG JV to maintain the SDSRA, which is an additional reserve account beyond the Senior Debt Service Accrual Account, where funds accumulate from operations to satisfy senior debt obligations due and payable on the next payment date. Both accounts can be funded with cash or authorized investments. In June 2021, Sempra Infrastructure received a distribution of $165 million based on its proportionate share of the SDSRA, for which Sempra provided a promissory note and letters of credit to secure a proportionate share of Cameron LNG JV’s obligation to fund the SDSRA. Sempra’s maximum exposure to loss is replenishment of the amount withdrawn by Sempra Infrastructure from the SDSRA, or $165 million. We recorded a guarantee liability of $22 million in June 2021, with an associated carrying value of $17 million at December 31, 2025, for the fair value of the promissory note, which is being reduced over the duration of the guarantee through Sempra Infrastructure’s investment in Cameron LNG JV. The guarantee will terminate upon full repayment of Cameron LNG JV’s debt, scheduled to occur in 2039, or replenishment of the amount withdrawn by Sempra Infrastructure from the SDSRA.

This guarantee will remain with Sempra after the planned sale of a portion of our equity interest in SI Partners is complete, which we discuss in Note 6.

Sempra Support Agreement for CFIN

In July 2020, CFIN entered into a financing arrangement with Cameron LNG JV’s four project owners and received aggregate proceeds of $1.5 billion from two project owners and from external lenders on behalf of the other two project owners (collectively, the affiliate loans), based on their proportionate ownership interest in Cameron LNG JV. CFIN used the proceeds from the affiliate loans to provide a loan to Cameron LNG JV. The affiliate loans mature in 2039. Principal and interest are paid from Cameron LNG JV’s project cash flows from its three-train natural gas liquefaction facility. Cameron LNG JV used the proceeds from its loan to return equity to its project owners.

Sempra Infrastructure’s $753 million proportionate share of the affiliate loans, based on SI Partners’ 50.2% ownership interest in Cameron LNG JV, was funded by external lenders comprised of a syndicate of banks (the bank debt) to whom Sempra has provided a guarantee pursuant to the Support Agreement under which:

▪Sempra has severally guaranteed repayment of the bank debt plus accrued and unpaid interest if CFIN fails to pay the external lenders

▪the external lenders may exercise an option to put the bank debt to Sempra Infrastructure upon the occurrence of certain events, including a failure by CFIN to meet its payment obligations under the bank debt

▪on March 28, 2028, March 28, 2030 and March 28, 2035, the agent for the external lenders, on behalf of such external lenders, is obligated to put all of the then outstanding bank debt to Sempra Infrastructure, except to the extent any external lender elects not to participate in the put three months prior to the applicable put exercise date

▪Sempra Infrastructure also has a right to call the bank debt back from, or to refinance the bank debt with, the external lenders at any time

▪the Support Agreement will terminate upon full repayment of the bank debt, including repayment following an event in which the bank debt is put to Sempra Infrastructure

In exchange for this guarantee, the external lenders pay a guarantee fee that is based on the credit rating of Sempra’s long-term senior unsecured non-credit enhanced debt rating, which guarantee fee Sempra Infrastructure recognizes as interest income as earned. Sempra’s maximum exposure to loss is the bank debt plus any accrued and unpaid interest and related fees, subject to a liability cap of 130% of the bank debt, or $979 million. We measure the Support Agreement at fair value, net of related guarantee fees, on a recurring basis (see Note 11). At December 31, 2025, the fair value of the Support Agreement is $41 million, of which $8 million is included in Other Current Assets and $33 million is included in Other Long-Term Assets on Sempra’s Consolidated Balance Sheet.

This guarantee will remain with Sempra after the planned sale of a portion of our equity interest in SI Partners is complete, which we discuss in Note 6.

2025 Form 10-K | F-145

Tab le of Cont ents

SI Partners Credit Support Agreement

In February 2025, SI Partners entered into a 15-month credit support agreement with a third-party financial institution related to a customer’s secured borrowing for repayment of its past due account balance owed to SI Partners. At December 31, 2025, SI Partners’ maximum exposure to loss under this off-balance sheet arrangement is $60 million.

This guarantee, if not yet terminated, will remain with SI Partners after the planned sale of a portion of our equity interest in SI Partners is complete, which we discuss in Note 6.

2025 Form 10-K | F-146

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NOTE 17. SEGMENT INFORMATION

SEMPRA

Sempra is a holding company whose principal businesses are regulated utilities in California and Texas. Our businesses invest in and operate electric and gas utilities and other energy infrastructure that provide energy services to customers. Sempra has the following three operating and reportable segments, which are managed separately based on services provided, geographic location and regulatory framework:

▪Sempra California provides natural gas and electric service to Southern California and part of central California through Sempra’s wholly owned subsidiaries, SDG&E and SoCalGas, which are regulated public utilities.

▪Sempra Texas Utilities holds our equity method investment in Oncor Holdings, which owns an 80.25% interest in Oncor, a regulated electric transmission and distribution utility serving customers in the north-central, eastern, western and panhandle regions of Texas; and our equity method investment in Sharyland Holdings, which owns Sharyland Utilities, a regulated electric transmission utility serving customers near the Texas-Mexico border.

▪Sempra Infrastructure includes the operating companies of SI Partners, in which Sempra Infrastructure owns a 70% interest, as well as a holding company and certain services companies. Sempra Infrastructure develops, constructs, operates and invests in energy infrastructure to help provide safe, sustainable and reliable access to cleaner energy in markets in the U.S., Mexico and globally.

Sempra’s CODM is its chief executive officer, who uses segment earnings attributable to common shares predominantly in the annual financial planning process to assess financial performance. Sempra’s CODM prioritizes resource allocation to each segment in a manner that aligns with Sempra’s capital expenditures plan, which is focused on safety, reliability and modernization of its segments’ infrastructure while supporting customer affordability; investing in incremental infrastructure growth projects with attractive risk-adjusted returns; maintaining a strong balance sheet; and returning cash to shareholders.

The accounting policies of the segments are consistent with those described in the summary of significant accounting policies in Note 1. Sempra accounts for intersegment sales as if the sales were to third parties, that is, at current market prices. The cost of common services shared by the reportable segments is assigned directly or allocated based on various cost factors, depending on the nature of the service provided. Parent and other allocates depreciation expense to the reportable segments without allocating the related depreciable assets to those reportable segments. Interest income and interest expense are recorded on intersegment loans. We have eliminated intersegment accounts and transactions within Sempra’s consolidated financial statements. Amounts labeled as “Parent and other,” which does not meet the definition of an operating or reportable segment, consist primarily of activities of parent organizations.

2025 Form 10-K | F-147

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The following tables present selected information by segment and reconciliations of assets, capital expenditures for PP&E, and earnings attributable to common shares to Sempra’s consolidated totals.


SEGMENT INFORMATION
(Dollars in millions)
			December 31,
			2025		2024
ASSETS
Sempra California			$	60,364	$	56,116
Sempra Texas Utilities			17,733		15,534
Sempra Infrastructure			32,796		22,954
Segment totals			110,893		94,604
Parent and other			1,084		2,622
Intersegment eliminations(1)			(1,099)		(1,071)
Total Sempra			$	110,878	$	96,155
EQUITY METHOD INVESTMENTS
Sempra Texas Utilities			$	17,601	$	15,522
Sempra Infrastructure(2)			17		2,411
Segment totals/Total Sempra			$	17,618	$	17,933
GEOGRAPHIC LOCATION OF PROPERTY, PLANT AND EQUIPMENT, NET(3)
United States			$	48,622	$	52,952
Mexico			389		8,485

Total Sempra			$	49,011	$	61,437

	Years ended December 31,
	2025		2024		2023
CAPITAL EXPENDITURES FOR PROPERTY, PLANT AND EQUIPMENT
Sempra California	$	4,543	$	4,753	$	4,560
Sempra Infrastructure	6,063		3,459		3,832
Segment totals	10,606		8,212		8,392
Parent and other	6		3		5
Total Sempra	$	10,612	$	8,215	$	8,397
GEOGRAPHIC LOCATION OF REVENUES(4)
United States	$	12,136	$	11,623	$	14,973
Mexico	1,566		1,562		1,747
Total Sempra	$	13,702	$	13,185	$	16,720

(1) Primarily includes an intersegment loan from Sempra Infrastructure to Parent and other related to deferred income taxes.

(2) At December 31, 2025, $2,566 is included in Assets Held for Sale on the Sempra Consolidated Balance Sheet. The remaining $17 represents our investment balance in Cameron LNG JV related to our guarantee under the SDSRA, which we discuss in Note 16.

(3) At December 31, 2025, excludes total PP&E of $21,356, which is included in Assets Held for Sale on the Sempra Consolidated Balance Sheet and is comprised of $12,724 in the United States and $8,632 in Mexico.

(4) Amounts are based on where the revenue originated, after intersegment eliminations.

2025 Form 10-K | F-148

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SEGMENT INFORMATION (CONTINUED)
(Dollars in millions)
	Sempra California		Sempra Texas Utilities(1)		Sempra Infrastructure		Sempra
	Year ended December 31, 2025
Revenues	$	11,818			$	1,965
Operation and maintenance	(4,315)				(865)

Depreciation and amortization	(2,332)				(226)
Interest income	8				66
Interest expense(2)	(926)				(28)
Income tax benefit (expense)	166				(1,200)
Equity earnings			$	869	735
Earnings attributable to noncontrolling interests					(238)
Losses attributable to contingently redeemable noncontrolling interest					3
Other segment items(3)	(2,991)		(8)		(372)
Segment earnings (losses) attributable to common shares	$	1,428	$	861	$	(160)	$	2,129
Parent and other							(333)
Earnings attributable to common shares							$	1,796

	Year ended December 31, 2024
Revenues	$	11,382			$	1,882
Operation and maintenance	(4,398)				(858)
Depreciation and amortization	(2,133)				(297)
Interest income	14				25
Interest expense(2)	(848)				243
Income tax (expense) benefit	(184)				164
Equity earnings			$	788	802
Earnings attributable to noncontrolling interests					(638)
Other segment items(3)	(1,987)		(7)		(412)
Segment earnings attributable to common shares	$	1,846	$	781	$	911	$	3,538
Parent and other							(721)
Earnings attributable to common shares							$	2,817

	Year ended December 31, 2023
Revenues	$	13,761			$	3,071
Operation and maintenance	(4,591)				(793)
Depreciation and amortization	(1,937)				(281)
Interest income	24				43
Interest expense	(782)				(129)
Income tax benefit (expense)	31				(673)
Equity earnings			$	701	740
Earnings attributable to noncontrolling interests					(543)
Other segment items(3)	(4,759)		(7)		(558)
Segment earnings attributable to common shares	$	1,747	$	694	$	877	$	3,318
Parent and other							(288)
Earnings attributable to common shares							$	3,030

(1) Substantially all earnings attributable to common shares are from equity earnings.

(2) Sempra Infrastructure includes net unrealized gains (losses) from undesignated interest rate swaps related to the PA LNG Phase 1 project.

(3) Includes cost of natural gas, cost of electric fuel and purchased power, regulatory disallowances, franchise fees and other taxes, other income (expense), net, and preferred dividends for Sempra California; O&M, interest expense, and income tax (expense) benefit for Sempra Texas Utilities related to activities at the holding company; and cost of natural gas, energy-related businesses cost of sales, franchise fees and other taxes, and other income (expense), net, for Sempra Infrastructure.

2025 Form 10-K | F-149

Tab le of Cont ents

The following table presents revenues by services by segment, reconciled to Sempra’s consolidated revenues.


REVENUES BY SERVICES
(Dollars in millions)
	Sempra California		Sempra Infrastructure		Sempra
	Year ended December 31, 2025
Revenues from external customers:
Utilities	$	11,429	$	78
Energy-related businesses	—		911
Total revenues from external customers(1)	11,429		989		$	12,418
Other revenues(2):
Utilities	364		—
Energy-related businesses	—		920
Total other revenues	364		920		1,284
Intersegment revenues(3):
Utilities	25		—
Energy-related businesses	—		56
Total intersegment revenues	25		56		81
Segment revenues	$	11,818	$	1,965	13,783
Intersegment eliminations					(81)
Revenues					$	13,702

	Year ended December 31, 2024
Revenues from external customers:
Utilities	$	10,985	$	78
Energy-related businesses	—		755
Total revenues from external customers(1)	10,985		833		$	11,818
Other revenues(2):
Utilities	374		—
Energy-related businesses	—		993
Total other revenues	374		993		1,367
Intersegment revenues(3):
Utilities	23		—
Energy-related businesses	—		56
Total intersegment revenues	23		56		79
Segment revenues	$	11,382	$	1,882	13,264
Intersegment eliminations					(79)
Revenues					$	13,185

	Year ended December 31, 2023
Revenues from external customers:
Utilities	$	13,668	$	87
Energy-related businesses	—		1,094
Total revenues from external customers(1)	13,668		1,181		$	14,849
Other revenues(2):
Utilities	75		—
Energy-related businesses	—		1,796
Total other revenues	75		1,796		1,871
Intersegment revenues(3):
Utilities	18		—
Energy-related businesses	—		94
Total intersegment revenues	18		94		112
Segment revenues	$	13,761	$	3,071	16,832
Intersegment eliminations					(112)
Revenues					$	16,720

(1) We did not have revenues from transactions with a single external customer that amounted to 10% or more of Sempra’s total revenues.

(2) See “Revenues from Sources Other Than Contracts with Customers” in Note 3 for a description of this revenue source, which may be additive or subtractive from period to period.

(3) See “Transactions with Affiliates” in Note 1 for a description of services provided by one operating segment to another operating segment within Sempra.

2025 Form 10-K | F-150

Tab le of Cont ents

SDG&E

SDG&E is a regulated public utility that provides electric service to San Diego and southern Orange counties and natural gas service to San Diego County. SDG&E has one operating and reportable segment.

In connection with certain organizational changes, effective July 5, 2025, SDG&E’s president assumed the responsibilities of the CODM. The CODM utilizes earnings attributable to common shares to manage the business, assess performance and allocate resources. SDG&E’s CODM allocates resources to support the delivery of safe, reliable and affordable energy to customers. SDG&E’s CODM was previously its chief executive officer.

Total assets at SDG&E were $32.7 billion and $30.8 billion at December 31, 2025 and 2024, respectively. The following table presents selected information for SDG&E’s single segment and reconciliation of earnings attributable to common shares.


SEGMENT INFORMATION
(Dollars in millions)
	Years ended December 31,
	2025		2024		2023
SDG&E:
Revenues from external customers:
Electric	$	4,122	$	4,164	$	4,750
Natural gas	1,043		878		1,204
Total revenues from external customers(1)	5,165		5,042		5,954
Other revenues(2):
Electric	446		149		(401)
Natural gas	86		150		44
Total other revenues	532		299		(357)
Total revenues	5,697		5,341		5,597
Operation and maintenance	(1,725)		(1,692)		(1,846)

Depreciation and amortization	(1,316)		(1,223)		(1,098)
Interest income	2		5		15
Interest expense	(559)		(525)		(497)
Income tax benefit (expense)	128		(153)		26
Other segment items(3)	(1,664)		(862)		(1,261)
Earnings attributable to common shares	$	563	$	891	$	936

Capital expenditures for property, plant and equipment	$	2,427	$	2,522	$	2,540

(1) SDG&E did not have revenues from transactions with a single external customer that amounted to 10% or more of its total revenues.

(2) See “Revenues from Sources Other Than Contracts with Customers” in Note 3 for a description of this revenue source, which may be additive or subtractive from period to period.

(3) Includes cost of electric fuel and purchased power, cost of natural gas, regulatory disallowances, franchise fees and other taxes, and other income (expense), net.

2025 Form 10-K | F-151

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SOCALGAS

SoCalGas is a regulated public natural gas distribution utility, serving customers throughout most of Southern California and part of central California. SoCalGas has one operating and reportable segment.

SoCalGas’ CODM, who is its chief executive officer, utilizes earnings attributable to common shares to manage the business, assess performance and allocate resources. SoCalGas’ CODM allocates resources to support the delivery of safe, reliable and affordable energy to customers.

Total assets at SoCalGas were $27.7 billion and $25.4 billion at December 31, 2025 and 2024, respectively. The following table presents selected information for SoCalGas’ single segment and reconciliation of earnings attributable to common shares.


SEGMENT INFORMATION
(Dollars in millions)
	Years ended December 31,
	2025		2024		2023
SoCalGas:
Natural gas:
Revenues from external customers(1)	$	6,459	$	6,134	$	7,857
Other revenues(2)	(168)		75		432
Total revenues	6,291		6,209		8,289
Operation and maintenance	(2,689)		(2,791)		(2,821)
Depreciation and amortization	(1,016)		(910)		(839)
Interest income	6		9		9
Interest expense	(367)		(323)		(285)
Income tax benefit (expense)	38		(31)		5
Other segment items(3)	(1,398)		(1,208)		(3,547)
Earnings attributable to common shares	$	865	$	955	$	811

Capital expenditures for property, plant and equipment	$	2,116	$	2,231	$	2,020

(1) SoCalGas did not have revenues from transactions with a single external customer that amounted to 10% or more of its total revenues.

(2) See “Revenues from Sources Other Than Contracts with Customers” in Note 3 for a description of this revenue source, which may be additive or subtractive from period to period.

(3) Includes cost of natural gas, franchise fees and other taxes, other income (expense), net, and preferred dividends.

2025 Form 10-K | F-152

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SCHEDULE I – SEMPRA
INDEX TO CONDENSED FINANCIAL INFORMATION OF PARENT

Condensed Statements of Operations for the years ended December 31, 2025, 2024 and 2023			S-2

Condensed Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023			S-3

Condensed Balance Sheets at December 31, 2025 and 2024			S-4

Condensed Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023			S-5

Notes to Condensed Financial Information of Parent
Note 1. Basis of Presentation			S-6
Note 2. New Accounting Standards			S-6
Note 3. Debt and Credit Facility			S-6
Note 4. Commitments and Contingencies			S-8

2025 Form 10-K | S-1

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SEMPRA
CONDENSED STATEMENTS OF OPERATIONS
(Dollars in millions, except per share amounts; shares in thousands)
	Years ended December 31,
	2025		2024		2023
Interest income	$	48	$	29	$	31
Interest expense	(569)		(490)		(444)
Operating expenses	(129)		(105)		(101)
Other income, net	45		25		31
Income tax benefit	196		165		134
Loss before equity in earnings of subsidiaries	(409)		(376)		(349)
Equity in earnings of subsidiaries, net of income taxes	2,245		3,237		3,423
Net income	1,836		2,861		3,074
Preferred deemed dividends	(11)		—		—
Preferred dividends	(29)		(44)		(44)
Earnings	$	1,796	$	2,817	$	3,030

Basic EPS:
Earnings	$	2.75	$	4.44	$	4.81
Weighted-average common shares outstanding	652,697		633,795		630,296

Diluted EPS:
Earnings	$	2.75	$	4.42	$	4.79
Weighted-average common shares outstanding	653,826		637,943		632,733

See Notes to Condensed Financial Information of Parent.

2025 Form 10-K | S-2

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SEMPRA
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
	Years ended December 31, 2025, 2024 and 2023
	Pretax amount		Income tax benefit (expense)		Net-of-tax amount
2025:
Net income	$	1,640	$	196	$	1,836
Other comprehensive income (loss):
Foreign currency translation adjustments	21		—		21
Financial instruments	(76)		7		(69)
Pension and other postretirement benefits	19		(2)		17
Total other comprehensive loss	(36)		5		(31)
Comprehensive income	$	1,604	$	201	$	1,805
2024:
Net income	$	2,696	$	165	$	2,861
Other comprehensive income (loss):
Foreign currency translation adjustments	(30)		—		(30)
Financial instruments	14		(2)		12
Pension and other postretirement benefits	18		(16)		2
Total other comprehensive income (loss)	2		(18)		(16)
Comprehensive income	$	2,698	$	147	$	2,845
2023:
Net income	$	2,940	$	134	$	3,074
Other comprehensive income (loss):
Foreign currency translation adjustments	23		—		23
Financial instruments	57		(18)		39
Pension and other postretirement benefits	(39)		8		(31)
Total other comprehensive income	41		(10)		31
Comprehensive income	$	2,981	$	124	$	3,105

See Notes to Condensed Financial Information of Parent.

2025 Form 10-K | S-3

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SEMPRA
CONDENSED BALANCE SHEETS
(Dollars in millions)
	December 31,
	2025		2024
Assets:
Cash and cash equivalents	$	2	$	1,416
Restricted cash	2		2
Due from affiliates	173		88
Income taxes receivable, net	—		71
Other current assets	23		10
Total current assets	200		1,587

Investments in subsidiaries	45,575		42,305
Due from affiliates	1,578		25
Deferred income taxes	135		209
Other long-term assets	1,199		1,152
Total assets	$	48,687	$	45,278

Liabilities and shareholders’ equity:
Short-term debt	$	2,732	$	—
Due to affiliates	199		241
Other current liabilities	1,260		1,410
Total current liabilities	4,191		1,651

Long-term debt	11,279		11,028
Due to affiliates	138		739
Deferred income taxes	825		—
Other long-term liabilities	660		638

Commitments and contingencies (Note 4)

Shareholders’ equity	31,594		31,222
Total liabilities and shareholders’ equity	$	48,687	$	45,278

See Notes to Condensed Financial Information of Parent.

2025 Form 10-K | S-4

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SEMPRA
CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in millions)
	Years ended December 31,
	2025		2024		2023
Net cash provided by operating activities	$	1,007	$	120	$	1,576

Expenditures for property, plant and equipment	(6)		(3)		(5)
Proceeds from sale of assets	—		—		2
Capital contributions to investees	(831)		(933)		(1,749)
Distributions from investments	351		9		108
Purchases of trust assets	(105)		(63)		(78)
Proceeds from sales of trust assets	124		68		69
Increase in loans to affiliates, net	(1,553)		(117)		(90)
Other	(9)		(1)		(1)
Net cash used in investing activities	(2,029)		(1,040)		(1,744)

Common dividends paid	(1,603)		(1,499)		(1,483)
Preferred dividends paid	(40)		(44)		(44)
Redemption of preferred stock	(900)		—		—
Issuances of common stock, net	32		1,219		145
Repurchases of common stock	(58)		(43)		(32)
Issuances of debt (maturities greater than 90 days)	2,550		3,695		1,918
Payments on debt (maturities greater than 90 days)	(750)		(350)		(672)
Increase (decrease) in short-term debt, net	982		(365)		(89)
(Decrease) increase in loans from affiliates, net	(595)		(241)		220
Other	(10)		(38)		(10)
Net cash (used in) provided by financing activities	(392)		2,334		(47)

Effect of exchange rate changes on cash, cash equivalents and restricted cash	—		(1)		—

(Decrease) increase in cash, cash equivalents and restricted cash	(1,414)		1,413		(215)
Cash, cash equivalents and restricted cash, January 1	1,418		5		220
Cash, cash equivalents and restricted cash, December 31	$	4	$	1,418	$	5

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued interest receivable capitalized to note receivable	$	18	$	17	$	16
Change in equity related to allocation of interests, net of tax	1,089		—		—
Preferred deemed dividends	11		—		—
Preferred dividends declared but not paid	—		11		11
Common dividends declared but not paid	421		393		376
Common dividends issued in stock	52		54		—
Equitization of amounts due from affiliates	56		110		92

See Notes to Condensed Financial Information of Parent.

2025 Form 10-K | S-5

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NOTES TO CONDENSED FINANCIAL INFORMATION OF PARENT

NOTE 1. BASIS OF PRESENTATION

The condensed financial information of Sempra has been prepared in accordance with SEC Regulation S-X Rule 5-04 and Rule 12-04. We apply the same accounting policies as in the consolidated financial statements of Sempra, except that Sempra accounts for the earnings of its subsidiaries under the equity method in this unconsolidated financial information. This financial information should be read in conjunction with Sempra’s consolidated financial statements and the accompanying notes thereto included in this Form 10-K.

Sempra received cash dividends from its subsidiaries totaling $1.5 billion, $908 million and $1.9 billion in 2025, 2024 and 2023, respectively.

NOTE 2. NEW ACCOUNTING STANDARDS

We describe in Note 2 of the Notes to Consolidated Financial Statements recent pronouncements that have had or may have a significant effect on Sempra’s results of operations, financial condition, cash flows or disclosures.

NOTE 3. DEBT AND CREDIT FACILITY

SHORT-TERM DEBT

Committed Line of Credit

At December 31, 2025, Sempra had capacity of $4.0 billion under a committed line of credit that expires in October 2030, which provides liquidity and supports its commercial paper program, with available unused credit of $3.0 billion before reductions of any unamortized discounts.

The principal terms of Sempra’s committed line of credit include the following:

▪The facility has a syndicate of 23 lenders. No single lender has greater than a 6% share in the facility.

▪The facility provides for the issuance of $200 million of letters of credit. Subject to obtaining commitments from existing or new lenders and satisfaction of other specified conditions, Sempra has the right to increase its letter of credit commitment to up to $500 million. No letters of credit were outstanding at December 31, 2025.

▪Borrowings bear interest at a benchmark rate plus a margin that varies with Sempra’s credit rating.

▪Sempra must maintain a ratio of indebtedness to total capitalization (as defined in its credit facility) of no more than 65% at the end of each quarter. At December 31, 2025, Sempra was in compliance with this ratio under its credit facility.

2025 Form 10-K | S-6

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LONG-TERM DEBT

The following table shows the detail and maturities of uncollateralized long-term debt outstanding.


LONG-TERM DEBT
(Dollars in millions)
	December 31,
	2025		2024
3.30% Notes April 1, 2025	$	—	$	750
5.40% Notes August 1, 2026	550		550
3.25% Notes June 15, 2027	750		750
3.40% Notes February 1, 2028	1,000		1,000
3.70% Notes April 1, 2029	500		500
5.50% Notes August 1, 2033	700		700
3.80% Notes February 1, 2038	1,000		1,000
6.00% Notes October 15, 2039	750		750
4.00% Notes February 1, 2048	800		800
4.125% (next rate reset on April 1, 2027) Junior Subordinated Notes April 1, 2052(1)	1,000		1,000
6.40% (next rate reset on October 1, 2034) Junior Subordinated Notes October 1, 2054(1)	1,250		1,250
6.875% (next rate reset on October 1, 2029) Junior Subordinated Notes October 1, 2054(1)	600		600
6.875% (next rate reset on October 1, 2029) Junior Subordinated Notes October 1, 2054(1)	500		500
6.55% (next rate reset on April 1, 2035) Junior Subordinated Notes April 1, 2055(1)	600		600
6.625% (next rate reset on April 1, 2030) Junior Subordinated Notes April 1, 2055(1)	400		400
6.375% (next rate reset on April 1, 2031) Junior Subordinated Notes April 1, 2056(1)	800		—
5.75% Junior Subordinated Notes July 1, 2079(1)	758		758
	11,958		11,908
Current portion of long-term debt	(549)		(750)
Unamortized discount on long-term debt	(26)		(30)
Unamortized debt issuance costs	(104)		(100)
Total long-term debt	$	11,279	$	11,028

(1) Callable long-term debt not subject to make-whole provisions.

In August 2025, Sempra issued $800 million aggregate principal amount of 6.375% fixed-to-fixed reset rate junior subordinated notes maturing on April 1, 2056. Interest on the notes accrues from and including August 29, 2025 and is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2026. The notes bear interest (i) from and including August 29, 2025 to, but excluding, April 1, 2031 at the rate of 6.375% per annum and (ii) from and including April 1, 2031, during each subsequent five-year period beginning on April 1 of every fifth year, at a rate per annum equal to the Five-year U.S. Treasury Rate (as defined in the notes) as of the day falling two business days before the first day of such five-year period plus a spread of 2.632%, to be reset on April 1 of every fifth year beginning in 2031; provided that the interest rate during any such five-year period will not reset below 6.375% per annum. We received proceeds of $791 million (net of underwriting discounts and debt issuance costs of $9 million). We used the proceeds from the offering to pay a portion of the cost to redeem all outstanding shares of Sempra’s series C preferred stock.

We may redeem some or all of the notes before their maturity, as follows:

2025 Form 10-K | S-7

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At December 31, 2025, scheduled maturities of Sempra’s long-term debt are $550 million in 2026, $750 million in 2027, $1.0 billion in 2028, $500 million in 2029, none in 2030, and $9.2 billion thereafter.

Additional information on Sempra’s short-term and long-term debt is provided in Note 7 of the Notes to Consolidated Financial Statements.

NOTE 4. COMMITMENTS AND CONTINGENCIES

At December 31, 2025 and 2024, Sempra had operating leases for real and personal property of $145 million and $150 million, respectively. Sempra expects undiscounted lease payments for its operating leases to be $12 million in 2026, $13 million in each of 2027 through 2030, and $139 million thereafter through 2040 for a total of $203 million. Operating lease costs were $14 million in each year ended December 31, 2025, 2024 and 2023, with a weighted-average discount rate of 4.67% and 4.66% at December 31, 2025 and 2024, respectively.

For other contingencies and guarantees related to Sempra, refer to Note 16 of the Notes to Consolidated Financial Statements.

2025 Form 10-K | S-8

Previous: Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES